2015 ANNUAL REPORT - Autostrade per l'Italia · 2016. 9. 27. · The scope of consolidation at 31 December 2015 differs from the scope used at 31 December 2014, due to the acquisition

2015 ANNUAL REPORT

www.autostrade.it

2015

ANN

UAL

REPO

RT

1

1.Introduction

5

CONTENTS

2.Report on operations

13

5.Reports

315

3.Consolidated financial statements

6.Key financial indicators of subsidiaries, principal associates and joint ventures

327

4.Separate financial statements

197

7.Shareholders’ resolutions

335

91

3

1. Consolidated financial highlights

1.1 Consolidated financial highlights 71.2 Structure of the Autostrade per l’Italia Group 81.3 The Group around the world 91.4 Corporate bodies 101.5 Profile, history and mission 11

2. Report on operations

2.1 Group financial review 152.2 Financial review for Autostrade per l’Italia SpA 342.3 Key performance indicators by operating segment 452.4 Key performance indicators for the Group’s principal companies 462.5 Italian motorways 482.6 Overseas motorways 652.7 Other activities 682.8 Innovation, research and development 682.9 Workforce 692.10 Corporate governance 732.11 Sustainability 792.12 Related party transactions 832.13 Significant legal and regulatory aspects 832.14 Other information 882.15 Events after 31 December 2015 882.16 Outlook and risks or uncertainties 882.17 Proposed resolutions for the Annual General Meeting of Autostrade per l’Italia SpA’s shareholders 89

3. Consolidated financial statements as at and for the year ended 31 December 2015: financial statements and notes 91

4. Separate financial statements as at and for the year ended 31 December 2015: financial statements and notes 197

5. Reports

Attestations of the consolidated and separate financial statements 316Report of the Board of Statutory Auditors 318Report of the Independent Auditors 322

6. Key indicators for subsidiaries, associates and joint ventures pursuant to art. 2429, para. 3 and 4 of the Italian Civil Code 327

7. Shareholders’ resolutions 335

1.

INTRODUCTION

6 2015 Annual Report

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Introduction 7

Em 2015 (a) 2014

Revenue 4,425 4,288

Toll revenue 3,836 3,678

Other operating income and contract revenue 589 610

Gross operating profit (EBITDA) 2,743 2,683

Adjusted gross operating profit (EBITDA) (b) 2,829 2,760

Operating profit (EBIT) 2,057 1,777

Profit/(Loss) before tax from continuing operations 1,467 1,193

Profit for the year 1,129 694

Profit attributable to owners of the parent 1,013 662

Operating cash flow (c) 1,824 1,740

Adjusted operating cash flow (b) 1,857 1,842

Capital expenditure (d) 1,151 933

Em 31/12/2015 (a) 31/12/2014

Equity 4,560 4,426

Equity attributable to owners of the parent 3,000 2,803

Net debt 10,342 10,393

Adjusted net debt (b) 11,445 11,531

1.1 Consolidated financial highlights

(a) The figures for 2015 reflect the accounting effects of a number of non-recurring financial transactions carried out during the year, as described in detail in the section, “Group financial review”, and the notes to the consolidated financial statements.

(b) Adjusted amounts have been presented with the aim of enabling analysts and the rating agencies to assess the Group’s results of operations and financial position using the basis of presentation normally adopted by them. Information on the nature of the adjustments and on differences between the reported and adjusted amounts is provided in the section, “Adjusted consolidated results of operations and financial position and reconciliation with reported consolidated amounts”, in the “Group financial review”.

(c) Operating cash flow is calculated as profit for the year + amortisation/depreciation +/- impairments/reversals of impairments of assets +/- provisions/releases of provisions + other adjustments + financial expenses from discounting of provisions +/- share of profit/(loss) of investees accounted for using equity method +/- (losses)/gains on sale of assets +/- other non-cash items +/- net deferred tax assets/liabilities recognised in profit or loss.

(d) The figure includes investment in assets held under concession, in property, plant and equipment and in intangible assets, as presented in the statement of changes in consolidated net debt, included in the “Group financial review”.


1.2 Structure of the Autostrade per l’Italia Group (*)

Other activities

ETC 64.46%

Autostrade Tech 100%

Infoblu 75.00%

100%

Italian motorways

Tangenziale di Napoli 100%

Autostrade Meridionali 58.98%

Società Italiana per il Traforo del Monte Bianco 51.00%• Raccordo Autostradale Valle d’Aosta 47.97% (1)

Telepass 100%

Autostrade dell’Atlantico 100%

AD Moving 100%

EsseDiEsse 100%

Società Autostrada Tirrenica 99.93%

Overseas motorways

Brazil

Autostrade Brasil 100% (2)

AB Concessões 50.00% + 1 share• Triangulo do Sol Auto-Estradas 100%• Rodovia das Colinas 100%• Concessionaria da Rodovia MG050 100%• Concessionaria Rodovias do Tietê 50.00% (3)

• Soluciona Concervacao Rodoviaria 100%

Chile

Grupo Costanera 50.01%• Costanera Norte 100%• AMB 100%• Litoral Central 100%• Autopista Nororiente 100%• Vespucio Sur 100%

Autostrade Holding do Sur 100%• Los Lagos 100%

Poland

Stalexport Autostrady 61.20%• Stalexport Autostrada Małopolska 100%

(*) The chart shows interests in the principal Autostrade per l’Italia Group companies as at 31 December 2015.

(1) The percentage shown refers to the interest in terms of the total number of shares in issue, whilst the interest in ordinary voting shares is 58.00%.(2) This company is 41.14% owned by Autostrade dell’Atlantico, 33.86% owned by Autostrade Holding du Sur and 25% owned by Autostrade Portugal.(3) Unconsolidated companies.

Introduction 9

MOTORWAY NETWORKS OPERATED UNDER CONCESSION Km Concession expiry

Italy 3,005

Autostrade per l’Italia 2,855 2038

Società Italiana per il Traforo del Monte Bianco 6 2050

Raccordo Autostradale Valle d’Aosta 32 2032

Tangenziale di Napoli 20 2037

Autostrade Meridionali (1) 52 2012

Società Autostrada Tirrenica (2) 40 2046

Brazil 1,538

AB Concessões

Rodovia das Colinas 307 2028

Concessionaria da Rodovia MG050 372 2032

Triangulo do Sol Auto Estradas 442 2021

Concessionaria Rodovias do Tietê (3) 417 2039

Chile 313

Grupo Costanera

Costanera Norte 43 2033

AMB (4) 10 2020

Litoral Central 81 2031

Autopista Nororiente (4) 22 2044

Vespucio Sur 24 2032

Los Lagos 135 2023

Poland 61

Stalexport Autostrada Malopolska 61 2027

TOLLING SYSTEMS Km of network using the service

Telepass (Italy) 5,907 Electronic tolling systems

Electronic Transaction Consultants (USA) 994 Electronic tolling systems

1.3 The Group around the world

(1) The process of awarding the new concession is underway.(2) A draft addendum to the concession arrangement, to expire in 2040, is currently being negotiated with the Grantor.(3) Unconsolidated company.(4) The concession term is estimated on the basis of agreements with the Grantor.


BOARD OF DIRECTORS IN OFFICE FOR THE THREE-YEAR PERIOD 2013-2014-2015

CHAIRMAN Fabio Cerchiai

CHIEF EXECUTIVE OFFICER Giovanni Castellucci

DIRECTORS Valerio BellamoliGiuseppe Angiolini (1)

Giuseppe PiaggioRoberto PistorelliAntonino Turicchi

SECRETARY Andrea GrilloAntonio Sanna (2)

BOARD OF STATUTORY AUDITORS FOR THE THREE-YEAR PERIOD 2015-2016-2017

CHAIRMAN Antonio Mastrapasqua

AUDITORS Giandomenico GentaAntonio Parente

ALTERNATE AUDITORS Mario VeneziaFrancesco Mariano Bonifacio

INDEPENDENT AUDITORS FOR THE PERIOD 2012-2020

Deloitte & Touche SpA

1.4 Corporate bodies

(1) Mr. Giuseppe Angiolini was co-opted on to the Board at the Board of Directors’ meeting of 8 May 2015 in replacement of Mr. Stefano Cao who resigned with effect from 29 April 2015.

(2) Mr. Antonio Sanna took over as Secretary to the Board of Directors on 15 October 2015.

Introduction 11

Autostrade-Concessioni e Costruzioni Autostrade SpA was established in 1950 on the initiative of IRI (Istituto per la Ricostruzione Industriale).

In 1956 an Agreement was entered into with ANAS that would see Autostrade co-finance, build and operate the Autostrada del Sole between Milan and Naples. Work began in May of that year and by 1964 the entire length of the motorway was open to traffic. Further agreements followed, granting the Company the concession to build and operate further motorways throughout the country, some of which previously operated by ANAS.

Autostrade was privatised in 1999 and IRI, the founding shareholder, was replaced by a stable group of shareholders today led by Edizione Srl (a holding company controlled by the Benetton family).

Autostrade per l’Italia SpA was incorporated in 2003, following a restructuring of the Group that was intended to separate concessions from non-motorway operations. Autostrade per l’Italia SpA became a wholly owned subsidiary of Autostrade SpA (now Atlantia SpA), a holding company listed on the Milan Stock Exchange.

Autostrade per l’Italia and the Group’s other Italian motorway operators are in the process of implementing a programme designed to upgrade and modernise approximately 900 km of the Italian motorway network, entailing total capital expenditure of approximately E15.2 billion. Other projects with a value of approximately E8 billion are under consideration or assessment. The aim of the programme is to bring the capacity of toll motorways into line with growing traffic volumes and to improve standards of safety and service quality. This makes Autostrade per l’Italia the country’s biggest private investor.

Autostrade per l’Italia now also manages around 2,000 km of overseas toll motorways, following a series of acquisitions since 2005. Through its subsidiaries and investee companies, the Company now operates in the following countries:• Chile: since 2005, with approximately 300 km of motorway, partly concentrated in the metropolitan area of Santiago

(through the companies controlled by Grupo Costanera), with the remainder located in the south of the country (Los Lagos);

• Poland: since 2006, via the subsidiary, Stalexport Autostrady (61 km);• Brazil: since 2009, with Triangulo do Sol and, from 2012, after Autostrade per l’Italia and the Bertin group created a

group of operators responsible for over 1,500 km of motorway under concession concentrated in the Sao Paulo area, becoming the second biggest operator at local level.

Finally, Autostrade per l’Italia is the leading European provider of automated tolling systems through its subsidiary, Telepass, which today, with almost nine million devices in circulation, accounts for around one third of the European market and leads the way in the sale of payment technologies and systems for transport-related services.

1.5 Profile, history and mission

2.REPORTON OPERATIONS



Report on operations 15

Introduction

The financial review contained in this section includes and analyses the reclassified consolidated income statement, the statement of comprehensive income, the statement of changes in equity and the statement of changes in the Autostrade per l’Italia Group’s net debt for the year ended 31 December 2015, in which amounts are compared with those of the previous year. The review also includes and analyses the reclassified consolidated statement of financial position, compared with the corresponding amounts as at 31 December 2014, and the reconciliation of Autostrade per l’Italia’s equity and profit for 2015 with the corresponding consolidated amounts for the Autostrade per l’Italia Group.

The accounting standards applied during preparation of the consolidated accounts for 2015 are consistent with those adopted for the consolidated financial statements for the year ended 31 December 2014, in that the new standards and interpretations that have come into effect since 1 January 2015 have not had a material impact on the consolidated accounts.

The scope of consolidation at 31 December 2015 differs from the scope used at 31 December 2014, due to the acquisition of control of Società Autostrada Tirrenica (SAT) following the completion, in September 2015, of Autostrade per l’Italia’s purchase of a 74.95% interest in this company. When added to the existing 24.98% interest in the company, the total interest amounts to 99.93%. In accordance with IFRS 3, the assets acquired and liabilities assumed have been recognised at their fair value at the acquisition date, whilst SAT’s income and expenses for the fourth quarter of 2015 and its assets and liabilities at 31 December 2015 have been consolidated on a line-by-line basis.

Other than the financial transactions referred to above, the Group did not enter into non-recurring transactions during 2015, not did it enter into transactions of an atypical nature with third or related parties.

The reclassified financial statements included and analysed below have not been audited and, in certain cases, contain differences with respect to the corresponding statements presented in the consolidated financial statements. These differences are described in notes to the reclassified statements.

Like-for-like changes

The term “like-for-like basis”, used in the following consolidated financial review, indicates that amounts for comparative periods have been determined by eliminating:a) from the consolidated amounts for 2015:

1) the difference between foreign currency amounts for 2015 converted at average exchange rates for the period and the matching amounts converted using average exchange rates for 2014;

2) SAT’s contribution for the fourth quarter of 2015;3) the overall impact, including the related taxation, recognised by Autostrade per l’Italia as income following

the handover free of charge of buildings located at service areas, the higher discounts applied to service area royalties (which have increased significantly from the second half of 2014), less the matching concession fees, compared with the previous year, and the cost of settlements with certain service area operators;

4) income recognised by Tangenziale di Napoli following settlement of a legal dispute arising in previous years, including after-tax interest accrued since initiation of the dispute;

5) the overall impact, including the related taxation, of the non-recurring financial transactions carried out, relating to partial early repayment of medium/long-term borrowings from the parent, Atlantia, and maturing in 2016, 2017, 2019 and 2020;

6) the after-tax impact of the difference in the discount rates applied to the provisions accounted for among the Group’s liabilities;

7) the overall benefit linked to reassessment of the deferred taxation of Italian companies at 31 December 2015, following approval of the 2016 Stability Law, which has reduced the rate for IRES (corporation tax) from 27.5% to 24% from 1 January 2017;

b) from the consolidated amounts for 2014:1) the contributions of Pavimental, Pavimental Polska, Spea and Spea do Brasil, classified in “Profit/(Loss) from

discontinued operations” in application of IFRS 5;

2.1 Group financial review


2) the overall impact, including the related taxation, recognised by Autostrade per l’Italia in respect of one-off royalty payments received from service area operators whose contracts were renewed and the cost of settlements with certain operators, in addition to income recognised as a result of the handover free of charge of buildings located at service areas;

3) the after-tax impact of the difference in the discount rates applied to the provisions accounted for among the Group’s liabilities;

4) the tax expense resulting from approval of a tax reform package by the Chilean Parliament in September 2014 that, among other things, introduced a progressive increase in corporation tax rates from 21% in 2014 to 25% from 2017 on.

The following table shows a reconciliation of like-for-like consolidated amounts for gross operating profit (EBITDA), profit for the year, profit for the year attributable to owners of the parent and operating cash flow for 2015 and 2014 and the corresponding amounts presented in the reclassified financial statements included below.

Em Gross operating profit (EBITDA)

Profit for the year attributable to owners of the

parent

Profit/(Loss) for the year

attributable to non-controlling

interests

Operatingcash flow

Reported amounts for 2015 (A) 2,743 1,129 1,013 1,824

Adjustment for non like-for-like items in 2015

Exchange rate movements -28 -10 -4 -6

Contribution of SAT for fourth quarter of 2015 2 - - 1

Handover free of charge of buildings at service areas, discounts on service area royalties, cost of settlements -18 -12 -12 -19

Settlement of legal action involving Tangenziale di Napoli 4 9 9 9

Non-recurring financial transactions - -91 -91 -91

Change in discount rate applied to provisions - 65 65 -12

Change in IRES tax rate (2016 Stability Law) - 64 70 -

Sub-total (B) -40 25 37 -118

Like-for-like amounts (C = A + B) 2,783 1,104 976 1,942

Reported amounts for 2014 (A) 2,683 694 662 1,740

Adjustment for non like-for-like items in 2014

Contribution from Spea and Pavimental for 2014 - 7 7 14

Handover free of charge of buildings at service areas, one-off payments received from sub-operators, cost of settlements 33 23 23 -10

Change in discount rate applied to provisions - -122 -122 -

Tax reform (Chilean companies) - -107 -56 -

Sub-total (B) 33 -199 -148 4

Like-for-like amounts (C = A + B) 2,650 893 810 1,736


Consolidated results of operations

“Revenue” for 2015 amounts to E4,425 million, marking an increase of E137 million (3%) on 2014 (E4,288 million). On a like-for-like basis, total revenue is up E213 million (5%).

“Toll revenue” of E3,836 million is up E158 million (4%) on 2014 (E3,678 million). On a like-for-like basis, toll revenue is up E192 million (5%), primarily reflecting the following main factors:a) application of annual toll increases for 2015 by the Group’s Italian operators (a rise of 1.46% for Autostrade per

l’Italia), boosting toll revenue by an estimated E39 million;b) a 3.0% improvement in traffic on the Italian network, accounting for an estimated E90 million increase in toll revenue

(including the impact of the different traffic mix);c) an increase in toll revenue at overseas operators (up E41 million), primarily reflecting traffic growth in Chile (up

6.7%) and Poland (up 8.6%), toll increases applied by the various operators in 2014 and 2015 in accordance with their respective concession arrangements, partially offset by a decline in traffic in Brazil (down 2.1%).

“Contract revenue” of E35 million (E26 million in 2014) is up E4 million on a like-for-like basis compared with 2014.

“Other operating income” amounts to E554 million, marking a reduction of E30 million (5%) compared with 2014 (E584 million). The decrease was negatively impacted by the effect on Autostrade per l’Italia’s service area royalties of agreements with certain operators, further discounts applied with effect from the second half of 2014, a reduction in “one-off” payments received and reduced income resulting from the handover free of charge of buildings located at service areas following expiry of the related sub-concessions. These items are partially offset by the contingent assets recognised by Tangenziale di Napoli in 2015, following settlement of a legal dispute regarding an expropriation. On a like-for-like basis, other operating income is up E17 million (3%), reflecting increased turnover at Autostrade Tech, Telepass and Electronic Transaction Consultants (ETC).

“Net operating costs”, amounting to E1,682 million, are up E77 million on 2014 (E1,605 million). On a like-for-like basis, net operating costs are up E80 million (5%).


RECLASSIFIED CONSOLIDATED INCOME STATEMENT

Em 2015 2014 Increase/(Decrease)

Absolute %

Toll revenue 3,836 3,678 158 4

Contract revenue 35 26 9 35

Other operating income 554 584 -30 -5

Total revenue (1) 4,425 4,288 137 3

Cost of materials and external services (2) -673 -631 -42 7

Concession fees -443 -435 -8 2

Gross staff costs -591 -560 -31 6

Capitalised staff costs 25 21 4 19

Total net operating costs -1,682 -1,605 -77 5

Gross operating profit (EBITDA) (3) 2,743 2,683 60 2

Amortisation, depreciation, impairment losses and reversals of impairment losses -710 -661 -49 7

Operating change in provisions and other adjustments 24 -245 269 n.s.

Operating profit (EBIT) (4) 2,057 1,777 280 16

Financial income accounted for as an increase in financial assets deriving from concession rights and government grants 63 56 7 12

Financial expenses from discounting of provisions for construction services required by contract and other provisions -52 -108 56 -52

Other financial income/(expenses) -621 -542 -79 15

Capitalised financial expenses deriving from intangible concession rights 29 18 11 61

Share of profit/(loss) of investees accounted for using the equity method -9 -8 -1 13

Profit/(Loss) before tax from continuing operations 1,467 1,193 274 23

Income tax (expense)/benefit -345 -499 154 -31

Profit/(Loss) from continuing operations 1,122 694 428 62

Profit/(Loss) from discontinued operations 7 - 7 n.s.

Profit for the year 1,129 694 435 63

(Profit)/Loss attributable to non-controlling interests 116 32 84 n.s.

(Profit)/Loss attributable to owners of the parent 1,013 662 351 53


2015 2014 Increase/(Decrease)

Basic earnings per share attributable to the owners of the parent (E) 1.63 1.07 0.56

of which:

– from continuing operations 1.62 1.07 0.55

– from discontinued operations 0.01 - 0.01

Diluted earnings per share attributable to the owners of the parent (E) 1.63 1.07 0.56

of which:


– from discontinued operations 0.01 - 0.01

2015 2014 Increase/(Decrease)

Operating cash flow (Em) (5) 1,824 1,740 84

of which:

– from continuing operations 1,817 1,733 84

– from discontinued operations 7 7 -

Operating cash flow per share (E) (5) 2.93 2.80 0.13

of which:


– from discontinued operations 0.01 0.01 -

(1) Revenue in the reclassified consolidated income statement differs from revenue shown in the income statement in the consolidated financial statements, as revenue from construction services, recognised on the basis of the cost of raw and consumable materials, services costs, staff costs, other operating costs and financial expenses relating to construction services, and excluding revenue for services provided by sub-operators, are presented in the reclassified statement as a reduction in the respective operating costs and financial expenses, including through the inclusion of specific items showing capitalised components.

(2) After deducting the margin recognised on construction services provided by the Group’s own technical units.(3) EBITDA is calculated by deducting all operating costs, with the exception of amortisation, depreciation, impairment losses and reversals of

impairment losses, the operating change in provisions and other adjustments, from operating revenue.(4) EBIT is calculated by deducting amortisation, depreciation, impairment losses and reversals of impairment losses, the operating change

in provisions and other adjustments from EBITDA. In addition, it does not include the capitalised component of financial expenses relating to construction services, which is shown as a specific line item under financial income and expenses in the reclassified statement, whilst it is included in revenue in the income statement in the consolidated financial statements.

(5) A definition of “Operating cash flow” is provided in note (d) to the table headed “Consolidated financial highlights”.


The “Cost of materials and external services” amounts to E673 million, up E42 million on 2014 (E631 million). On a like-for-like basis, the figure is up E47 million, primarily due to the following:a) higher maintenance costs (up E20 million), essentially linked to an increase in work on the Italian network,

as a result of the decision to bring forward work initially scheduled for 2016, and the Chilean and Brazilian networks;

b) an increase in other costs of materials and external services (up E27 million), primarily reflecting an increase in direct costs incurred by Autostrade Tech, Telepass and ETC, linked to growth in activity, and, in Autostrade per l’Italia’s case, an increase in insurance deductibles, the corporate advertising costs incurred by Autostrade per l’Italia in relation to the issue of bonds to retail investors in June 2015.

“Concession fees” amount to E443 million and, on a like-for-like basis, are up E10 million (2%) on 2014 (E435 million), broadly reflecting the increase in toll revenue reported by the Italian operators.

“Staff costs”, after deducting capitalised expenses, amount to E566 million (E539 million in 2014) and are up E27 million (5%).

“Staff costs”, before deducting capitalised expenses, amount to E591 million, up E31 million (6%) on 2014 (E560 million).

On a like-for-like basis, staff costs, before deducting capitalised expenses, amount to E586 million, marking an increase of E26 million (4.7%) compared with 2014. This reflects:a) an increase in the average cost (up 2.3%), primarily due to the cost of contract renewals and management incentive

plans, partly offset by the Brazilian companies’ recruitment of personnel on different forms of contract with respect to the one applicable to motorway and tunnel workers;

b) an increase of 240 in the average workforce excluding agency staff (up 2.4%).

“Gross operating profit” (EBITDA) of E2,743 million is up E60 million (2%) on 2014 (E2,683 million).On a like-for-like basis, after stripping out the impact of the above components, gross operating profit is up E133 million (5%).

“Operating profit” (EBIT) of E2,057 million is up E280 million (16%) compared with 2014 (E1,777 million), primarily reflecting the impact of discounting provisions to present value, amounting to E217 million.

On a like-for-like basis, operating profit is up E118 million (6%), reflecting, in addition to the above improvement in EBITDA, a combination of the following:a) the positive impact of a revised estimate of the maintenance work to be funded by provisions for the repair and

replacement of motorway infrastructure, totalling E33 million;b) a reduction in provisions for risks, totalling E19 million;c) an increase of E63 million in “Amortisation and depreciation, impairment losses and reversals of impairment

losses”, primarily due to a combination of the following:1) a E49 million increase in amortisation, primarily relating to works without additional economic benefits,

reflecting a revision of the present value of committed capital expenditure under the concession arrangement recognised at 31 December 2014;

2) the reversal of an impairment loss of E12 million, recognised in 2014, on the concession rights attributable to the Polish operator, Stalexport Autostrada Malopolska.

“Financial income from the discounting to present value of concession rights and government grants” amounts to E63 million, up E7 million on 2014. On a like-for-like basis, the increase is E5 million, primarily due to interest accruing on financial assets deriving from concession rights and the financial assets of the Chilean operators.

“Financial expenses from the discounting of provisions for construction services required by contract and other provisions” amount to E52 million, marking a reduction of E56 million on 2014 (E108 million). The reduction in these expenses, computed on the basis of the value of the provisions and the discount rates used at 31 December of the


year prior to the reporting period, is primarily due to a reduction in the rates used at 31 December 2014, compared with the rates used at the end of 2013. On a like-for-like basis, financial expenses from discounting of provisions for construction services required by contract and other provisions are up E7 million.

Net other financial expenses of E621 million are up E79 million on 2014 (E542 million). The change primarily reflects net financial expenses on non-recurring financial transactions, amounting to E125 million. This were incurred by the Parent Company, Autostrade per l’Italia, in order to complete partial early repayment of loans from its parent, Atlantia, replicating the bond issues maturing in 2016, 2017, 2019 and 2020, which were also subject to a partial buyback by Atlantia. On a like-for-like basis, other net financial expenses are down E39 million compared with 2014, primarily due to a combination of the following:a) reductions in interest expense and in net financial expenses payable by the companies operating in Italy (totalling

E80 million), reflecting a reduction in average net debt compared with 2014 and the decrease in borrowing costs linked to repayment, in June 2014, of the loan granted by Atlantia to Autostrade per l’Italia with a face value of E2,094 million, and to the above non-recurring financial transactions;

b) a E10 million increase in interest income and net financial income received by the companies operating in Brazil and Chile, essentially due to an increase in average cash holdings and the greater average yield on the medium/long-term loan from AB Concessões to Infra Bertin Empreendimentos;

c) the recognition of financial income by Autostrade do Brasil (E50 million) in 2014, linked to the agreements entered into with the Bertin Group in connection with the acquisition of the Brazilian operators in 2012, which also provided for an earn-out adjustment based on the effective toll revenue of Triangulo do Sol, Rodovias das Colinas and Tietê during the three-year period 2012-2014.

In this regard, it should be noted that, in return for the net financial expenses incurred in 2015 as a result of the above non-recurring financial transactions, in present and future years the Group will benefit from an equivalent reduction in its cost of debt.

“Capitalised financial expenses”, amounting to E29 million, are up E11 million on 2014 (E18 million). On a like-for-like basis, the increase is E9 million and primarily reflects the progressive increase in accumulated payments made in relation to investment in construction services in progress for which additional economic benefits are received.The “Share of the (profit)/loss of investees accounted for using the equity method” amounts to a loss of E9 million, compared with a loss of E8 million in 2014, essentially relating to the loss incurred by the Brazilian operator, Rodovias do Tietê.

“Income tax expense” of E345 million is down E154 million (31%) compared with 2014 (E499 million).On a like-for-like basis, income tax expense is down E34 million, benefitting from the recognition of deferred taxes following the corporate restructuring conducted by the Brazilian sub-holding, AB Concessoes, and the reduction in current tax expense at the Italian companies due to the reform of direct taxation introduced in Italy by the 2015 Stability Law, only partly offset by the increase in tax expense recognised as a result of the rise in pre-tax profit.

“Profit from continuing operations” amounts to E1,122 million for 2015, marking an increase of E428 million (62%) compared with 2014 (E694 million). On a like-for-like basis, profit from continuing operations is up E197 million (22%).

The Group reports a “Profit from discontinued operations” of E7 million (the value of this item was zero in 2014). On a like-for-like basis, the increase of E14 million essentially reflects the different contribution from Ecomouv in the two comparative periods.

“Profit for the year”, amounting to E1,129 million, is up E435 million (63%) on 2014 (E694 million). On a like-for-like basis, profit for the year is up E211 million (24%) on 2014, benefitting from the increase in EBITDA, the reduction in financial expenses resulting from the decrease in debt and the above tax benefits.

“Profit for the year attributable to owners of the parent”, amounting to E1,013 million, is up E351 million (53%) compared with 2014 (E662 million), whilst “Profit for the year attributable to non-controlling interests”, amounting


to E116 million, is up E84 million compared with 2014 (E32 million). This primarily reflects the greater contribution from the Chilean companies, which in 2014 were hit by the negative impact of the country’s tax reforms.On a like-for-like basis, profit attributable to owners of the parent is E976 million, up E166 million (20%), whilst profit attributable to non-controlling interests is up E45 million (54%).

Operating cash flow as defined in the section “Consolidated financial highlights”, to which reference should be made, amounts to E1,824 million, up E84 million (5%) on 2014. On a like-for-like basis, operating cash flow is up E206 million (12%), essentially reflecting the improvement in EBITDA and a reduction in net financial expenses in 2015 (in part, as a result of the non-recurring financial transactions carried out during the period).

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Em 2015 2014

Profit for the year (A) 1,129 694

Fair value gains/(losses) on cash flow hedges 7 -99

Gains/(losses) from translation of assets and liabilities of consolidated companies denominated in functional currencies other than the euro -314 -29

Gains/(Losses) from translation of investments accounted for using the equity method denominated in functional currencies other than the euro -7 1

Other comprehensive income/(loss) for the year reclassifiable to profit or loss, after related taxation (B) -314 -127

Gains/(losses) from actuarial valuations of provisions for employee benefits 3 -12

Other comprehensive income/(loss) for the year not reclassifiable to profit or loss, after related taxation (C) 3 -12

Reclassifications of other components of comprehensive income to profit or loss for the year (D) 4 12

Total other comprehensive income/(loss) for the year, after related taxation (E = B + C + D) -307 -127

of which:

– attributable to discontinued operations 6 12

Comprehensive income for the year (A + E) 822 567

of which:

– attributable to owners of the parent 861 545

– attributable to non-controlling interests -39 22

The “Other comprehensive loss for the year”, after the related taxation, amounts to E314 million (a loss of E127 million in the previous year). This essentially reflects a loss on the translation of the assets and liabilities of consolidated companies denominated in functional currencies other than the euro, totalling E314 million, reflecting the significant fall in the value of the Brazilian real against the euro in 2015.The reduction in fair value losses on cash flow hedges and the related impact on taxation, amounting to E7 million, was also recognised in the relevant equity reserves, linked to an increase in interest rates at 31 December 2015, compared with those at 31 December 2014. This was partially offset by the recognition of net fair value losses on the Forward-Starting Interest Rate Swaps entered into in February and June 2015. In 2014, the change in cash flow hedges, after the related taxation, resulted in losses of E99 million, reflecting an opposing movement in interest rates.


Consolidated financial position

As at 31 December 2015, “Non-current non-financial assets” of E22,056 million are down E286 million on the figure for 31 December 2014 (E22,342 million).

“Intangible assets” total E21,637 million (E21,918 million as at 31 December 2014) and essentially consist of intangible assets deriving from the Group’s concession rights, amounting to E15,449 million (E15,748 million as at 31 December 2014), and goodwill (E6,111 million) recognised following the contribution of the motorway assets of the former Autostrade - Concessioni e Costruzioni Autostrade SpA (now Atlantia) to Autostrade per l’Italia as part of a reorganisation of the Group in 2003.

The net decrease of E281 million in intangible assets is primarily due to a combination of the following:a) amortisation for the year (E674 million);b) the negative effect of currency translation differences recognised at the end of 2015 on the concession rights of

overseas operators (totalling E423 million), essentially reflecting the significant fall in the value of the Brazilian real against the euro;

c) investment in construction services for which additional economic benefits are received (E442 million);d) recognition of the intangible assets attributable to SAT (E347 million), including the gain on the company’s

intangible assets deriving from concession rights following the acquisition of control in 2015.

“Property, plant and equipment” of E132 million is up E5 million on 2014 (E127 million).

“Investments”, totalling E108 million are down E23 million on the figure for the end of 2014 (E131 million), primarily following the line-by-line consolidation of SAT, which was accounted for at a carrying amount of E28 million as at 31 December 2014.

“Deferred tax assets” of E168 million are up E12 million on the figure for 31 December 2014 (E156 million).

“Working capital” has a negative balance of E1,238 million, and it’s down of E25 million compared with a negative balance of E1,213 million as at 31 December 2014. After stripping out the changes in the scope of consolidation resulting from the acquisition of SAT (E25 million), working capital is substantially unchanged with respect to the previous year, a primarily as a result of the following components:a) an increase in trading liabilities of E124 million, after stripping out the contribution from SAT. This is primarily

attributable an increase in amounts payable to the operators of interconnecting motorways, reflecting traffic trends on the network operated by these companies and is in line with standard payment periods;

b) a reduction of E104 million in net non-financial assets related to discontinued operations, broadly linked to Ecomouv’s collection of compensation due from the French government in relation to the “EcoTaxe” project, less payments to suppliers by this company;

c) a reduction in the current portion of provisions, totalling E139 million after stripping out the contribution from SAT (E4 million), primarily due to the current portion of provisions for the repair of Autostrade per l’Italia’s infrastructure, linked to work planned for 2016;

d) a reduction of E60 million in the current portion of provisions for construction services required by contract, reflecting the combined effect of uses during the year, totalling E505 million, less accrued grants for completed works, and reclassification of the current portion, totalling E451 million, linked to expected investment in construction services for which no additional benefits are received in 2016;

e) an increase of E22 million in net current tax assets, linked to payment of the balance of income tax due for 2014 and payments on account for 2015.


RECLASSIFIED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Em 31/12/2015 31/12/2014 Increase/(Decrease)

Non-current non-financial assets

Property, plant and equipment 132 127 5

Intangible assets 21,637 21,918 -281

Investments 108 131 -23

Deferred tax assets 168 156 12

Other non-current assets 11 10 1

Total non-current financial assets (A) 22,056 22,342 -286

Working capital (1)

Trading assets 1,145 1,125 20

Current tax assets 46 37 9

Other current assets 184 167 17

Non-financial assets held for sale or related to discontinued operations (2) 6 242 -236

Current portion of provisions for construction services required by contract -459 -519 60

Current provisions -285 -420 135

Trading liabilities -1,466 -1,313 -153

Current tax liabilities -34 -47 13

Other current liabilities -369 -347 -22

Non-financial liabilities related to discontinued operations (2) -6 -138 132

Total working capital (B) -1,238 -1,213 -25

Gross invested capital (C = A + B) 20,818 21,129 -311

Non-current non-financial liabilities

Non-current portion of provisions for construction services required by contract -3,369 -3,784 415

Non-current provisions -1,267 -1,184 -83

Deferred tax liabilities -1,189 -1,250 61

Other non-current liabilities -91 -92 1

Total non-current non-financial liabilities (D) -5,916 -6,310 394

Net invested capital (E = C + D) 14,902 14,819 83

(1) Calculated as the difference between current non-financial assets and liabilities.(2) The presentation of assets and liabilities related to discontinued operations is based on their nature (financial or non-financial).



EQUITY

Equity attributable to owners of the parent 3,000 2,803 197

Equity attributable to non-controlling interests 1,560 1,623 -63

Total equity (F) 4,560 4,426 134

NET DEBT

Non-current net debt

Non-current financial liabilities 13,442 13,114 328

Bond issues 3,308 874 2,434

Medium/long-term borrowings 9,739 11,875 -2,136

Non-current derivative liabilities 369 359 10

Otehr non-current financial liabilities 26 6 20

Non-current financial assets -1,775 -1,750 -25

Non-current financial assets deriving from concession rights -766 -704 -62

Non-current financial assets deriving from government grants -256 -215 -41

Non-current term deposits -325 -291 -34

Other non-current financial assets -428 -540 112

Total non-current net debt (G) 11,667 11,364 303

Current net debt

Current financial liabilities 2,282 1,896 386

Short-term borrowings 645 496 149

Intercompany current account payables due to related parties 14 213 -199

Current portion of medium/long-term borrowings 1,623 894 729

Other current financial liabilities - 5 -5

Financial liabilities related to discontinued operations (2) - 288 -288

Cash and cash equivalents -2,826 -1,680 -1,146

Cash -2,003 -960 -1,043

Cash equivalents -707 -579 -128

Intercompany current account receivables due from related parties -77 -92 15

Cash and cash equivalents related to discontinued operations (2) -39 -49 10

Current financial assets -781 -1,187 406

Current financial assets deriving from concession rights -436 -429 -7

Current financial assets deriving from government grants -75 -80 5

Current term deposits -211 -239 28

Current portion of medium/long-term financial assets -42 -43 1

Other current financial assets -17 -147 130

Financial assets held for sale or related to discontinued operations (2) - -249 249

Total current net debt (H) -1,325 -971 -354

Total net debt (I = G + H) (3) 10,342 10,393 -51

NET DEBT AND EQUITY (L = F + I) 14,902 14,819 83

(2) The presentation of assets and liabilities related to discontinued operations is based on their nature (financial or non-financial).(3) Net debt includes non-current financial assets, unlike the Group’s financial position shown in the notes to the consolidated financial statements

and prepared in compliance with the European Securities and Markets Authority (ESMA) Recommendation of 20 March 2013, which does not permit the deduction of non-current financial assets from debt.


“Non-current non-financial liabilities”, totalling E5,916 million, are down E394 million on the figure for 31 December 2014 (E6,310 million). The change reflects the combined effect of the following:a) a reduction of E415 million in the non-current portion of provisions for construction services required by contract,

due primarily to reclassification of the current portion of E451 million;b) a reduction of E61 million in deferred tax liabilities, primarily as a result of the combined effect of the reassessment

of deferred tax liabilities, totalling E159 million, following the above reduction in the IRES (corporation tax) rate from 2017, and the recognition of deferred tax liabilities due to the deduction, solely for tax purposes, of the amortisation of Autostrade per l’Italia’s goodwill (E111 million);

c) an increase of E83 million in the non-current portion of other provisions, essentially following the adjustment of provisions for the repair and replacement of motorway infrastructure based on a revised estimate of the work to be carried out under maintenance programmes.

STATEMENT OF CHANGES IN CONSOLIDATED EQUITY

Equity attributable to owners of the parent Equity attributable to owners of the parent Equity attributable

to non-controlling

interests

Total equity attributable toowners of the

parent and non-controlling

interests

Em Issued capital Cash flowhedge reserve

Net investment hedge reserve

Reserve for translation differences on translation of assets and liabilities of

consolidated companies denominated in functional

currencies other than the euro

Reserve for translation of investments accounted

for using the equity method denominated in

functional currencies other than the euro

Other reserves and retained earnings

Profit/(Loss)for year

Total

Balance as at 31/12/2013 622 -13 -36 -198 -2 2,243 307 2,923 1,607 4,530

Comprehensive income for the year - -90 - -16 - -11 662 545 22 567

Owner transactions and other changes

Austostrade per l'Italia SpA's final dividend (E0.547 per share) - - - - - - -340 -340 - -340

Transfer of profit/(loss) for previous year to retained earnings - - - - - -33 33 - - -

Austostrade per l'Italia SpA's interim dividend (E0.530 per share) - - - - - - -330 -330 - -330

Dividends paid by other Group companies to non-controlling shareholders - - - - - - - - -8 -8

Share-based incentive plans - - - - - 3 - 3 - 3

Changes in the scope of consolidation, other minor changes and reclassifications - - - - - 2 - 2 2 4

Balance as at 31/12/2014 622 -103 -36 -214 -2 2,204 332 2,803 1,623 4,426

Comprehensive income for the year - 9 - -160 -3 2 1,013 861 -39 822







Changes in the scope of consolidation, other minor changes and reclassifications - - - - - 2 - 2 - 2

Balance as at 31/12/2015 622 -94 -36 -374 -5 2,209 678 3,000 1,560 4,560


“Non-current non-financial liabilities”, totalling E5,916 million, are down E394 million on the figure for 31 December 2014 (E6,310 million). The change reflects the combined effect of the following:a) a reduction of E415 million in the non-current portion of provisions for construction services required by contract,

due primarily to reclassification of the current portion of E451 million;b) a reduction of E61 million in deferred tax liabilities, primarily as a result of the combined effect of the reassessment

of deferred tax liabilities, totalling E159 million, following the above reduction in the IRES (corporation tax) rate from 2017, and the recognition of deferred tax liabilities due to the deduction, solely for tax purposes, of the amortisation of Autostrade per l’Italia’s goodwill (E111 million);

c) an increase of E83 million in the non-current portion of other provisions, essentially following the adjustment of provisions for the repair and replacement of motorway infrastructure based on a revised estimate of the work to be carried out under maintenance programmes.


Equity attributable to owners of the parent Equity attributable to owners of the parent Equity attributable

to non-controlling

interests

Total equity attributable toowners of the

parent and non-controlling

interests

Em Issued capital Cash flowhedge reserve





Reserve for translation of investments accounted

for using the equity method denominated in


Other reserves and retained earnings

Profit/(Loss)for year

Total

Balance as at 31/12/2013 622 -13 -36 -198 -2 2,243 307 2,923 1,607 4,530

Comprehensive income for the year - -90 - -16 - -11 662 545 22 567







Changes in the scope of consolidation, other minor changes and reclassifications - - - - - 2 - 2 2 4

Balance as at 31/12/2014 622 -103 -36 -214 -2 2,204 332 2,803 1,623 4,426

Comprehensive income for the year - 9 - -160 -3 2 1,013 861 -39 822







Changes in the scope of consolidation, other minor changes and reclassifications - - - - - 2 - 2 - 2

Balance as at 31/12/2015 622 -94 -36 -374 -5 2,209 678 3,000 1,560 4,560

As a result, “Net invested capital”, totalling E14,902 million, is up E83 million on the figure for 31 December 2014 (E14,819 million).“Equity” amounts to E4,560 million (E4,426 million as at 31 December 2014).

“Equity attributable to owners of the parent”, totalling E3,000 million, is up E197 million on the figure for 31 December 2014 (E2,803 million), essentially reflecting:a) comprehensive income for the year of E861 million;b) payment of the final dividend for 2014 (E335 million) and of the interim dividend for 2015 (E335 million).

“Equity attributable to non-controlling interests” of E1,560 million is down E63 million on the figure for 31 December 2014 (E1,623 million). This is essentially due to the comprehensive loss for the year attributable to non-controlling interests, amounting to E39 million, partly linked to the significant fall in the value of the Brazilian real against the euro and dividends declared by a number of Group companies that are not wholly owned subsidiaries, totalling E24 million.


RECONCILIATION OF AUTOSTRADE PER L’ITALIA’S EQUITY AND PROFIT WITH THE CORRESPONDING CONSOLIDATED AMOUNTS

Em Equity as at31/12/2015

Profitfor 2015

Amounts in financial statements of Autostrade per l'Italia 2,566 955

Recognition in consolidated financial statements of equity and profit/(loss) for the year of investments less non-controlling interests 4,006 652

Elimination of carrying amount of consolidated investments -3,911 -

Elimination of impairment losses on consolidated investments less reversals 31 -

Elimination of intercompany dividends - -597

Elimination of after-tax intercompany profits -32 -

Measurement of investments at fair value and using the equity method less dividends received -5 -4

Other consolidation adjustments (*) 345 7

Consolidated carrying amounts (attributable to owners of the parent) 3,000 1,013

Consolidated carrying amounts (attributable to non-controlling interests) 1,560 116

Carrying amounts in consolidated financial statements 4,560 1,129

(*) Other consolidation adjustments essentially include the different amounts, in the consolidated financial statements, for gains and/or losses on the sale of investments with respect to the corresponding amounts included in the reporting packages of consolidated companies, and the effects of remeasurement at fair value, solely for the purposes of consolidation, of previously held interests following the acquisition of control of the related companies.

The Group’s “Net debt” as at 31 December 2015 totals E10,342 million, a reduction of E51 million compared with the end of the previous year (E10,393 million). After stripping out the impact of the consolidation of SAT, which resulted in an increase in debt of E274 million, the reduction totals E325 million.

“Non-current net debt”, totalling E11,667 million, is up E303 million on 31 December 2014 (E11,364 million), primarily due to an increase in “Non-current financial liabilities”. This reflects a combination of the following:a) an increase in bond issues of E2,434 million, essentially due to the following:

1) the issue of bonds to institutional investors by Autostrade per l’Italia, accounted for in the financial statements at a total of E1,885 million, as part of its E7 billion Euro Medium Term Note (“EMTN”) Programme launched in October 2014; issues were completed in October 2015 (a par value of E650 million, paying coupon interest of 1.125% and maturing in November 2021 and a par value of E500 million, paying coupon interest of 1.875% and maturing in November 2025) and November 2015 (a par value of E750 million, paying coupon interest of 1.75% and maturing in June 2026);

2) the issue, by Autostrade per l’Italia, of bonds totalling E733 million to retail investors in June 2015 (a par value of E750 million, paying coupon interest of 1.625% and maturing in June 2023). In February 2015, the subsidiary entered into a number of Forward-Starting Interest Rate Swaps with banks to hedge interest rate risk associated with the launch of the bonds. The swaps have a weighted average rate of 0.54%. Fair value gains of E35 million resulted from the unwinding of these derivatives following issue of the bonds. Approximately E10 million has been recognised in the consolidated income statement, representing the portion exceeding the nominal amount at issue, whilst the remaining gains have been recognised in consolidated comprehensive income and will be reclassified to profit or loss in line with the related interest flows. The cost of the issue, including the above hedges, thus amounts to 1.28%;

3) Rodovias MG050’s issue of bonds worth E142 million (with a par value of E143 million).These new issues were partially offset by:1) the reclassification to short-term of bonds maturing in 2016 (E232 million);2) a reduction due to movements in the value of the related currencies against the euro (E106 million), primarily

the significant fall in the value of the Brazilian real against the euro;b) a reduction in medium/long-term borrowings of E2,136 million, essentially due to a combination of the following:

1) partial repayment (amounting to a total face value of E1,351 million) of a portion of the loans from Atlantia maturing in 2016, 2017, 2019 and 2020, replicating the parent’s bond issues that were in turn subject to early redemption;

2) the reclassification to short-term of portions of borrowings maturing in the next 12 months (E1,071 million),


primarily regarding loans from Atlantia to Autostrade per l’Italia;3) the use of E200 million of the facility granted by Cassa Depositi e Prestiti, subject to a floating rate and maturing

in June 2021, and the use of E50 million of the facility obtained from the EIB.

As at 31 December 2015, “Non-current derivative liabilities” includes the balance for new Forward-Starting Interest Rate Swaps (E54 million), entered into with banks in June 2015 and having a total notional value of E2,200 million, with varying durations of 6, 7 and 8 years. The hedges are subject to a weighted average fixed rate of 1.16% and are associated with highly likely future financial liabilities entered into through to 2017 in order to meet funding requirements.

“Current net funds” of E1,325 million are up E354 million on 31 December 2014 (E971 million) and consists of:a) “Current financial liabilities” of E2,282 million, up E386 million due primarily to the following:

1) an increase in the current portion of medium/long-term financial liabilities (E729 million), essentially due to reclassifications to short-term (E1,303 million), after repayments during the year (E503 million) and a reduction in the current portion of the overseas companies’ financial liabilities due to movements in exchange rates (E59 million), reflecting falls in the Brazilian and Chilean currencies against the euro;

2) a reduction in financial liabilities held for sale (E288 million), following the French government’s repayment, on 2 March 2015, of Ecomouv’s project debt;

3) a reduction in intercompany current account payables due to related parties, partly offset by an increase in short-term loans from the parent, Atlantia (totalling E50 million);

b) “Cash and cash equivalents” of E2,826 million, up E1,146 million on 31 December 2014 (E1,680 million). In addition to operating cash flows during the period, the change reflects the new bond issues by Autostrade per l’Italia, after the above partial repayment of medium/long-term loans to the Company from Atlantia;

c) “Current financial assets” of E781 million, which are down E406 million on the figure for 31 December 2014 (E1,187 million), essentially due to:1) a reduction in financial assets held for sale (E249 million), following the French government’s payment of

compensation for termination of the partnership agreement governing the “Eco-Taxe” project;2) a reduction in other current financial assets (E130 million), essentially following the consolidation of SAT and

the resulting elimination, in the consolidated financial statements, of the short-term loan to this company from Autostrade per l’Italia;

The residual weighted average term to maturity of the Group’s interest bearing debt is approximately six years and six months at 31 December 2015. 90% of the Group’s debt is fixed rate. 11% of the Group’s debt is denominated in currencies other than the euro, corresponding to the proportion of debt denominated in the local currency of the country in which the relevant Group company operates. As a result, the Group’s net debt is not exposed to currency risk.The average cost of the Group’s medium/long-term borrowings in 2015 was approximately 5.1% (reflecting the combined effect of costs of 4.4% for the companies operating in Italy, 7.5% for the Chilean companies and 14.9% for the Brazilian companies).

As at 31 December 2015, project debt attributable to specific overseas companies amounts to E1,561 million (E1,959 million in 2014).

As at 31 December 2015, the Group has cash reserves of E4,803 million, consisting of:a) E2,412 million in investments and cash maturing in the short term, after Autostrade per l’Italia’s net short-term

debt to Atlantia Group companies, essentially relating to Autostrade per l’Italia’s role as a provider of centralised treasury management;

b) E536 million in term deposits allocated primarily to part finance the execution of specific construction services and to service the debt of the Chilean companies;

c) E1,855 million in undrawn committed lines of credit.

As at 31 December 2015, the Group has lines of credit with a weighted average residual term to maturity of approximately eight years and six months and a weighted average residual drawdown period of approximately two years and three months.

The Group’s net debt, as defined in the European Securities and Market Authority (ESMA) Recommendation of 20 March


2013 (which does not permit the deduction of non-current financial assets from debt), amounts to E12,117 million as at 31 December 2015, compared with E12,143 million as at 31 December 2014.

Consolidated cash flow

“Net cash from operating activities” amounts to E1,990 million for 2015, up E520 million compared with 2014 (E1,470 million).

The change reflects:a) an increase of E84 million in operating cash flow, due primarily to an improvement in cash from operating activities

and cash flows related to taxation, only partially offset by increased financial expenses, linked to the impact of the non-recurring financial transaction carried out in 2015;

b) the differing performance of movements in operating capital and non-financial assets and liabilities in the two comparative periods (amounting to an inflow of E166 million in 2015 and an outflow of E270 million in 2014). Cash flows for 2015 benefitted from the collection of compensation paid by the French government, following early termination of the “EcoTaxe” project, whilst the figure for 2014 reflected a cash outflow due to an increase in trade receivables, following the signature of a memorandum of understanding with the French government.

“Cash used for investment in non-financial assets”, totalling E1,300 million, is up E729 million on 2014 (E571 million), primarily reflecting:a) a E168 million increase in investment in assets held under concession, after the related government grants and an

increase in financial assets deriving from concession rights;b) cash of E274 million used for the acquisition of a controlling interest in SAT, completed in September 2015,

including the outflow to fund the purchase of a controlling interest (E84 million) and the net debt contributed by this company (E190 million);

c) proceeds from the disposal of consolidated companies, resulting from the sale of controlling interests in Pavimental and Spea in 2014, amounting to a total of E209 million, based on the sale price collected and deconsolidation of the net debt of these companies.

The “Cash outflow resulting from changes in equity”, amounting to E694 million in 2015 (E677 million in 2014), essentially reflects dividends declared by Autostrade per l’Italia and payable to the parent, Atlantia, totalling E670 million (in line with 2014) and by other Group companies for payment to non-controlling shareholders, totalling E24 million (E8 million in 2014).

In addition, in 2015, net debt decreased by E55 million as a result of movements not linked to operating or investing activities or to changes in equity, whilst, in 2014, there was an increase in net debt of E90 million as a result of similar movements. The contrasting impact in the two comparative periods essentially reflects a reduction in the fair value of cash flow hedges recognised in the consolidated statement of comprehensive income in 2015, amounting to E29 million (losses of E118 million in 2014).

This primarily reflects the positive impact of the increase in interest rates (which declined in 2014), partially offset by the recognition of fair value losses on the Forward-Starting Interest Rate Swaps entered into in February and June 2015.The overall impact of the above cash flows has resulted in a reduction in net debt of E51 million in 2015, compared with a decrease of E132 million recorded in 2014.


STATEMENT OF CHANGES IN CONSOLIDATED NET DEBT (1)

Em 2015 2014

CASH FLOWS FROM (USED IN) OPERATING ACTIVITIESProfit for the year 1,129 694Adjusted by:Amortisation and depreciation 709 683Operating change in provisions -24 242Financial expenses from discounting of provisions for construction services required by contract and other provisions 52 108Share of (profit)/loss of investees accounted for using the equity method 9 8Impairment losses/(Reversal of impairment losses) and adjustments of non-current assets 1 -9(Gain)/Loss on sale of non-current assets 1 -Net change in deferred tax (assets)/liabilities through profit or loss -12 123Other non-cash costs (income) -41 -109Operating cash flow 1,824 1,740Change in operating capital 96 -240Other changes in non-financial assets and liabilities 70 -30Net cash generated from/(used in) operating activities (A) 1,990 1,470

NET CASH FROM/(USED IN) INVESTMENT IN NON-FINANCIAL ASSETSInvestment in assets held under concession -1,074 -858Government grants related to assets held under concession 56 40Increase in financial assets deriving from concession rights (related to capital expenditure) 95 63Purchases of property, plant and equipment -44 -40Purchases of intangible assets -33 -35Purchases of investments -8 -4Purchases of consolidated companies, including net debt assumed -274 -Proceeds from sales of property, plant and equipment, intangible assets and unconsolidated investments 2 9Proceeds from sale of consolidated companies, including net debt transferred - 209Net change in other non-current assets -20 45Net cash from/(used in) investment in non-financial assets (B) -1,300 -571

NET EQUITY CASH INFLOWS/(OUTFLOWS)Dividends declared by Group companies -694 -678Contributions from non-controlling shareholders - 1Net equity cash inflows/(outflows) (C) -694 -677INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS DURING YEAR (A + B + C) -4 222Change in fair value and settlement of financial instruments and hedging derivatives recognised in comprehensive income 29 -118Financial income/(expenses) accounted for as an increase in financial assets/(liabilities) 36 28Effect of foreign exchange rate movements on net debt and other changes -10 -Other changes in net debt (D) 55 -90DECREASE/(INCREASE) IN NET DEBT FOR YEAR (A + B + C + D) 51 132Net debt at beginning of year -10,393 -10,525NET DEBT AT END OF YEAR -10,342 -10,393

(1) The statement of changes in consolidated net debt presents the impact of cash flows generated or used during the period on net debt, unlike the statement of cash flows in the consolidated financial statements, which presents the impact of cash flows on cash and cash equivalents. The statement of changes in consolidated net debt shows the following information:

- “Net cash from /(used in) operating activities” includes the item, “Operating cash flow”, computed on the basis of the definition provided in the specific section containing the “Consolidated financial highlights” and shows the change in operating capital, consisting of trade-related items directly linked to the ordinary activities of the Group;

- “Net cash from/(used in) investment in non-financial assets” solely includes cash flows used in and generated from investment in and the sale of non-financial assets;

- “Net equity cash inflows/(outflows)” solely regard changes in equity with an impact on net debt; - the item “Other changes in net debt” includes the impact of changes recognised in comprehensive income, not included in other types of flow

that have an impact on net debt.


Adjusted consolidated results of operations and financial position and reconciliation with reported consolidated amounts

The following section presents estimates of adjusted amounts for consolidated gross operating profit (EBITDA), operating cash flow and net debt. These amounts have been adjusted by stripping out, from the reported amounts, the impact of application of the “financial model”, introduced by IFRIC 12, to the Group’s operators who, under their concession arrangements, have an unconditional right to receive contractually guaranteed cash payments regardless of the extent to which the public uses the service. This right is accounted for in “financial assets deriving from concession rights” in the statement of financial position. It should be noted that the reported and adjusted for 2014 benefitted from the contribution from Ecomouv (the “Eco-Taxe” project), which ceased operations following the French government’s decision to terminate the related partnership agreement on 30 October 2014.

The adjusted amounts, which are not IFRS compliant, are presented with the aim of enabling analysts and the rating agencies to assess the Group’s results of operations and financial position using the basis of presentation normally adopted by them.

In particular, the adjustments applied to the reported amounts regard:a) an increase in revenue to take account of the reduction (following collection) in financial assets accounted for in the

statement of financial position, as a result of guaranteed minimum toll revenue;b) an increase in revenue, corresponding to the portion of government grants collected in relation to motorway

maintenance and accounted for, in the statement of financial position, as a reduction in financial assets deriving from grants for investment in motorway infrastructure;

c) an increase in revenue, corresponding to the accrued portion of government grants collected (in previous years) in relation to investment in motorway infrastructure and accounted for, in the statement of financial position, as a reduction in financial assets deriving from grants for investment in motorway infrastructure;

d) the reversal of financial income deriving from the discounting to present value of financial assets deriving from concession rights (relating to guaranteed minimum revenue and the “Eco-Taxe” project) and government grants for motorway maintenance, accounted for in financial income in the income statement;

e) the elimination of financial assets recognised, in the statement of financial position, in application of the “financial model” introduced by IFRIC 12 (takeover rights, guaranteed minimum revenue and government grants for motorway maintenance).


RECONCILIATION OF ADJUSTED AND REPORTED CONSOLIDATED AMOUNTS

Em 2015 2014EBITDA Operating cash flow EBITDA Operating cash flow

Reported amounts 2,743 1,824 2,683 1,740

Increase in revenue for guaranteed minimum revenue:

Los Lagos 9 9 8 8

Costanera Norte 38 38 34 34

Litoral Central 10 10 9 9

Nororiente 13 13 12 12

Adjustment 70 70 63 63

Grants for motorway maintenance:

Los Lagos 15 15 13 13

Adjustment 15 15 13 13

Grants for investment in motorway infrastructure:

Litoral Central 1 1 1 1

Adjustment 1 1 1 1

Increase in revenue due to financial assets deriving from concession rights attributable to Eco-Taxe project:

Ecomouv - - - 89

Adjustment - - - 89

Reversal of financial income from discounting of financial assets deriving from concession rights (guaranteed minimums and Eco-Taxe project):

Los Lagos -5 -5

Costanera Norte -22 -21

Litoral Central -7 -7

Nororiente -12 -11

Ecomouv - -13

Adjustment -46 -57

Reversal of financial income from discounting of financial assets deriving from grants for motorway maintenance:

Los Lagos -7 -7

Adjustment -7 -7

Total adjustments 86 33 77 102

Adjusted amounts 2,829 1,857 2,760 1,842

Em Net debt as at 31/12/2015

Net debt as at 31/12/2014

Reported amount 10,342 10,393

Reversal of financial assets deriving from takeover rights:

Autostrade Meridionali 403 402

Adjustment 403 402

Reversal of financial assets deriving from guaranteed minimum revenue:

Los Lagos 61 66

Costanera Norte 285 303

Litoral Central 99 102

Nororiente 165 167

Adjustment 610 638

Reversal of financial assets deriving from grants for motorway maintenance:

Los Lagos 90 98

Adjustment 90 98

Total adjustments 1,103 1,138

Adjusted amounts 11,445 11,531


Introduction

The financial review contained in this section includes and analyses the reclassified income statement, the statement of comprehensive income, the statement of changes in equity and the statement of changes in net debt for the year ended 31 December 2015, in which amounts are compared with those of the previous year. The review also includes and analyses the reclassified statement of financial position as at 31 December 2015, compared with the corresponding amounts as at 31 December 2014.

The accounting standards applied during preparation of the accounts for the year ended 31 December 2015 are consistent with those adopted for the financial statements for the year ended 31 December 2014, in that the amendments to existing standards and interpretations that have come into effect since 1 January 2015 have not had a material impact on the accounts.

Other than the partial early repayment of loans from Atlantia, described in detail in note 6.17 “Material non-recurring transactions” in the financial statements, the Company did not enter into non-recurring transactions with third or related parties during 2015. Moreover, there were no transactions of an atypical or unusual nature during the year.

The reclassified financial statements presented and analysed below have not been audited and, in certain cases, contain differences with respect to the corresponding statements presented in the financial statements. These differences are described in notes to the reclassified statements as at and for the year ended 31 December 2015.

Results of operations

“Revenue” for 2015 amounts to E3,405 million, marking an increase of E73 million (2%) compared with 2014 (E3,332 million).It should be noted that toll revenue includes the toll increases matching the addition to the concession fee payable to ANAS and accounted for in operating costs, without having any impact on the Company’s results (1). After stripping out the above toll increases, total revenue is up E62 million on the previous year.

“Toll revenue” of E3,098 million is up E143 million (5%) on 2014 (E2,955 million).

After stripping out the above toll increases, the improvement is E132 million, primarily reflecting:a) a 3.0% improvement in traffic on the Italian network, accounting for an estimated E82 million increase in toll revenue

(including the impact of the different traffic mix);b) application of annual toll increases for 2015 (a rise of 1.46% from 1 January 2015), boosting toll revenue by an

estimated E38 million.

“Other operating income” amounts to E307 million, marking a reduction of E68 million compared with 2014 (E375 million). The decrease was negatively impacted by the effect on service area royalties of agreements with certain operators and further discounts applied with effect from the second half of 2014, as well as a reduction in “one-off” payments received and reduced income resulting from the handover free of charge of buildings located at service areas following expiry of the related sub-concessions compared with the comparative period.

“Net operating costs”, amounting to E1,291 million, are up E35 million compared with 2014 (E1,256 million). After stripping out the above additional concession fees payable, net operating costs are up E24 million (3%).

The “Cost of materials and external services” amounts to E495 million, broadly in line with the figure for 2014 (E488 million). The performance reflects the following:a) higher maintenance costs, essentially linked to an increase in work on the Italian network, partly as a result of the

decision to bring forward work initially scheduled for 2016;

(1) From 1 January 2011 the additional concession fees payable to ANAS, pursuant to laws 102/2009 and 122/2010, calculated on the basis of the number of kilometres travelled, amount to 6 thousandths of a euro per kilometre for toll classes A and B and 18 thousandths of a euro per kilometre for classes 3, 4 and 5.

2.2 Financial review for Autostrade per l’Italia SpA


b) an increase in insurance deductibles and the corporate advertising costs incurred in relation to the issue of bonds to retail investors in June 2015;

c) reduced charges relating to settlements with a number of service area operators.

“Concession fees” amount to E418 million, up approximately E13 million on 2014 (E405 million). This item includes the above addition in the concession fees payable, amounting to E338 million in 2015 (E327 million in 2014).

RECLASSIFIED INCOME STATEMENT

Em 2015 2014 Increase/(Decrease)

Absolute %

Toll revenue 3,098 2,955 143 5

Contract revenue - 2 -2 n.s.

Other operating income 307 375 -68 -18

Total revenue (1) 3,405 3,332 73 2

Cost of materials and external services -495 -488 -7 1

Concession fees -418 -405 -13 3

Gross staff costs -396 -380 -16 4

Capitalised staff costs 18 17 1 6

Total net operating costs -1,291 -1,256 -35 3

Gross operating profit (EBITDA) (2) 2,114 2,076 38 2

Amortisation, depreciation, impairment losses and reversals of impairment losses -511 -487 -24 5

Operating change in provisions and other adjustments 47 -178 225 n.s.

Operating profit (EBIT) (3) 1,650 1,411 239 17

Dividends received from investees 199 175 24 14

Reversals of impairment losses/(Impairment losses) on investments 6 24 -18 -75

Financial expenses from discounting of provisions for construction services required by contract and other provisions -43 -98 55 -56

Other financial income/(expenses) -593 -538 -55 10

Capitalised financial expenses 26 18 8 44

Profit/(Loss) before tax from continuing operations 1,245 992 253 26

Income tax (expense)/benefit -290 -288 -2 1

Profit for the year 955 704 251 36

Basic earnings per share (E) 1.54 1.13 0.41

of which:


Diluted earnings per share (E) 1.54 1.13 0.41

Operating cash flow (Em) 1,510 1,449 61

Operating cash flow per share (E) 2.43 2.33 0.10

(1) Revenue in the reclassified income statement differs from revenue shown in the income statement in the financial statements, as revenue from construction services, recognised on the basis of the cost of raw and consumable materials, services costs, staff costs, other operating costs and financial expenses relating to construction services, and excluding revenue for services provided by sub-operators, are presented in the reclassified statement as a reduction in the respective operating costs and financial expenses, including through the inclusion of specific items showing capitalised components.

(2) EBITDA is calculated by deducting all operating costs, with the exception of amortisation, depreciation, impairment losses and reversals of impairment losses, the operating change in provisions and other adjustments, from operating revenue.

(3) EBIT is calculated by deducting amortisation, depreciation, impairment losses and reversals of impairment losses, the operating change in provisions and other adjustments from EBITDA. In addition, it does not include the capitalised component of financial expenses relating to construction services, which is shown as a specific line item under financial income and expenses in the reclassified statement, whilst it is included in revenue in the income statement in the financial statements.


Staff costs, after deducting capitalised expenses, amount to E378 million, up E15 million on the previous year (E363 million).

Before deducting capitalised expenses, which are in line with the previous year, staff costs amount to E396 million (E380 million in 2014). The increase of 4% reflects:a) an increase in the average cost (up 4.9%), primarily due to the cost of contract renewals and management incentive

plans and in Directors’ fees, in addition to reduced costs recovered for seconded staff;b) a reduction of 50 (0.9%) in the average workforce, primarily linked to a slowdown in recruitment and transfers from

Autostrade per l’Italia to Atlantia in 2014, following the merger with Gemina, partly offset by recruitment for certain specific units.

“Gross operating profit” (EBITDA) of E2,114 million is up E38 million on 2014 (E2,076 million).

“Operating profit” (EBIT) of E1,650 million is up E239 million (17%) compared with 2014 (E1,411 million), primarily reflecting:a) the different contribution from the “Operating change in provisions and other adjustments” in the comparative

periods, resulting in a positive impact of E225 million. This primarily reflects the different impact of discounting provisions for the repair and replacement of motorway infrastructure to present value, due to opposing movements in the interest rates used (sharply falling rates in 2014 and rising rates in 2015);

b) an increase of E24 million in amortisation and depreciation, primarily relating to works without additional economic benefits, reflecting a revision of the present value of committed capital expenditure under the concession arrangement recognised at 31 December 2014.

“Dividends received from investees”, totalling E199 million, are up E24 million on the previous year (E175 million), primarily due to an increase in dividends declared by the subsidiary, Autostrade dell’Atlantico (E130 million in 2015 and E110 million in 2014).

In both comparative periods, the item, “Impairment losses/Reversals of impairment losses on investments” consists of reversals of impairments of investments. The figure for 2015 (E6 million) refers to the reversal of the impairment loss on the investment in Tech Solution Integrators in 2014, in view of the liquidation of this company and the transfer of all its assets and liabilities to the Company, thereby eliminating the possibility of covering its losses via a capital injection. In 2014, this item mainly regarded reversal of the impairment loss on the investment in Stalexport Autostrady (E32 million).

“Financial expenses from the discounting of provisions for construction services required by contract and other provisions” amount to E43 million, marking a reduction of E55 million on 2014 (E98 million). The reduction in these expenses, computed on the basis of the value of the provisions and the discount rates used at 31 December of the year prior to the reporting period, is primarily due to a reduction in the rates used at 31 December 2014, compared with the rates used at the end of 2013.

Net other financial expenses of E593 million are up E55 million on 2014 (E538 million). The change primarily reflects:a) financial expenses on non-recurring financial transactions, amounting to E125 million, relating to partial early

repayment of loans from its parent, Atlantia, replicating the bond issues maturing in 2016, 2017, 2019 and 2020, which were also subject to a partial buyback by Atlantia;

b) reductions in interest expense and in net financial expenses payable (totalling approximately E70 million), reflecting a reduction in average net debt compared with 2014 and the decrease in borrowing costs linked to repayment, in June 2014, of the loan granted by Atlantia to Autostrade per l’Italia with a face value of E2,094 million, and to the above non-recurring financial transactions.

“Capitalised financial expenses”, amounting to E26 million in 2015, are up E8 million on the figure for 2014 (E18 million), reflecting the progressive increase in accumulated payments made in relation to investment in construction services in progress for which additional economic benefits are received.


“Income tax expense” of E290 million is in line with the figure for 2014 (E288 million). The increase in income tax expense in 2015 relates to the higher pre-tax result, offset by the following tax benefits:a) E72 million, resulting from reassessment of deferred taxation in response to the reduction in the IRES (corporation

tax) rate from 2017, introduced by the 2016 Stability Law (Law 208/2015);b) E11 million, linked to the changes introduced by the 2015 Stability Law (Law 190/2014), reflecting the

deductibility of staff costs for the purpose of IRAP (regional income tax) in the case of staff hired on permanent contracts.

“Profit for the year” thus amounts to E955 million, up E251 million (36%) on 2014 (E704 million).

Operating cash flow amounts to E1,510 million (E1,449 million in 2014), marking an increase of E61 million. This essentially reflects an improvement in cash from operating activities and an increase in dividend income.After stripping out the net expenses linked to the above non-recurring financial transactions, operating cash flow for 2015 would have been E1,601 million, up E152 million on 2014.

STATEMENT OF COMPREHENSIVE INCOME

Em 2015 2014

Profit for the year (A) 955 704

Fair value gains/(losses) on cash flow hedges 6 -98

Other comprehensive income/(loss) for the year reclassifiable to profit or loss, after related taxation (B) 6 -98

Gains/(losses) from actuarial valuations of provisions for employee benefits 3 -9

Other comprehensive income/(loss) for the year not reclassifiable to profit or loss, after related taxation (C) 3 -9

Reclassification of cash flow hedge reserve to profit or loss for the year -2 -

Reclassifications of other components of comprehensive income to profit or loss for the year (D) -2 -

Total other comprehensive income/(loss) for the year, after related taxation (E = B + C + D) 7 -107

Comprehensive income for the year (A + E) 962 597

“Total other comprehensive income for the year, after the related taxation” amounts to E7 million, reflecting fair value gains on cash flow hedges (E6 million).In 2014, fair value losses on the measurement of cash flow hedges, after the related taxation, totalled E98 million, reflecting the impact of falling interest rates on Interest Rate Swaps.

The following should also be noted:a) actuarial gains on provisions for employee benefits, totalling E3 million (actuarial losses of E9 million in 2014);b) the reclassification to profit or loss of accruals (E2 million) deriving from the unwinding of Forward-Starting Interest

Rate Swaps, as described in more detail below.


Financial position

As at 31 December 2014, “Non-current non-financial assets” of E19,363 million are down E54 million on the figure for 31 December 2014 (E19,417 million).

“Intangible assets” amounting to E17,751 million (E17,891 million as at 31 December 2014) make up the principal component of this category and essentially consist of:a) concession rights totalling E11,625 million (E11,764 million as at 31 December 2014);b) the residual value of goodwill (E6,111 million) recognised following the contribution of the motorway assets of the

former Autostrade – Concessioni e Costruzioni Autostrade SpA (now Atlantia SpA) to Autostrade per l’Italia as part of a reorganisation of the Group in 2003. Goodwill is not amortised on a systematic basis but is subject to impairment tests which, as at 31 December 2014, have confirmed recoverability of the above carrying amount with respect to the estimated value in use.

The decrease of E140 million in intangible assets compared with 31 December 2014 is essentially due to a combination of amortisation for the year (E491 million) and investment in construction services for which additional economic benefits are received (E334 million).

RECLASSIFIED STATEMENT OF FINANCIAL POSITION


Non-current non-financial assets

Property, plant and equipment 76 75 1

Intangible assets 17,751 17,891 -140

Investments 1,536 1,451 85

Total non-current non-financial assets (A) 19,363 19,417 -54

Working capital (1)

Trading assets 509 498 11

Current tax assets 31 17 14

Other current assets 122 121 1

Non-financial assets held for sale 4 4 -

Current portion of provisions for construction services required by contract -429 -494 65

Current provisions -189 -341 152

Trading liabilities -1,291 -1,185 -106

Current tax liabilities - -21 21

Other current liabilities -213 -207 -6

Total working capital (B) -1,456 -1,608 152

Gross invested capital (C = A + B) 17,907 17,809 98

Non-current non-financial liabilities

Non-current portion of provisions for construction services required by contract -3,265 -3,655 390

Non-current provisions -1,013 -927 -86

Deferred tax liabilities -320 -248 -72

Other non-current liabilities -33 -28 -5

Total non-current non-financial liabilities (D) -4,631 -4,858 227

NET INVESTED CAPITAL (E = C + D) 13,276 12,951 325

(1) Calculated as the difference between current non-financial assets and liabilities.



EQUITY

Issued capital 622 622 -

Reserves and retained earnings 1,324 1,273 51

Profit/(Loss) for the year after interim dividends 620 374 246

Total equity (F) 2,566 2,269 297

NET DEBT

Non-current net debt

Non-current financial liabilities 12,076 11,526 550

Bond issues 2,617 - 2,617

Medium/long-term borrowings 9,106 11,181 -2,075

Non-current derivative liabilities 353 345 8

Non-current financial assets -595 -363 -232

Non-current financial assets deriving from government grants -176 -132 -44

Non-current term deposits -176 -172 -4

Other non-current financial assets -243 -59 -184

Total non-current net debt (G) 11,481 11,163 318

Current net debt

Current financial liabilities 1,781 1,138 643

Short-term borrowings 400 264 136

Current derivative liabilities - 1 -1

Intercompany current account payables due to related parties 74 252 -178

Current portion of medium/long-term borrowings 1,307 619 688

Other current financial liabilities - 2 -2

Cash and cash equivalents -2,422 -1,265 -1,157

Cash -1,708 -494 -1,214

Cash equivalents -340 -353 13

Intercompany current account receivables due from related parties -374 -418 44

Current financial assets -130 -354 224

Current financial assets deriving from government grants -60 -66 6

Current term deposits -58 -62 4

Current derivative assets - -1 1

Current portion of medium/long-term financial assets -11 -99 88

Other current financial assets -1 -126 125

Total current net debt (H) -771 -481 -290

Total net debt (I=G+H) (2) 10,710 10,682 28

NET DEBT AND EQUITY (L = F + I) 13,276 12,951 325

(2) Net debt includes non-current financial assets, unlike the financial position shown in the notes to the financial statements and prepared in compliance with the European Securities and Markets Authority (ESMA) Recommendation of 20 March 2013, which does not permit the deduction of non-current financial assets from debt.


As at 31 December 2015, “Investments” amount to E1,536 million (E1,451 million as at 31 December 2014). The increase of E85 million essentially reflects the acquisition, completed on 2 September 2015, of a further 74.95% stake in Società Autostrada Tirrenica, thus raising the total interest to 99.93%.

As at 31 December 2015, “Working capital” has a negative balance of E1,456 million, marking an improvement of E152 million on the negative balance of E1,608 million as at 31 December 2014. This reflects a combination of the following:a) a reduction in the current portion of provisions, totalling E152 million, primarily due to the current portion of

provisions for the repair and replacement of motorway infrastructure, linked to work planned for 2016;b) a reduction of E65 million in the current portion of provisions for construction services required by contract,

reflecting expected investment in construction services for which no additional benefits are received in 2016;c) an increase of E35 million in net current tax assets, primarily due to provisions for income tax expense for the year

(E234 million), after payment of the balance for 2014 and payments on account for 2015 (E203 million) and the collection (E10 million) of the amount due from Sintonia as a result of the refund of IRES for deductible IRAP, in accordance with art. 6 of Law 2 of 28 January 2009, having participated in the tax consolidation arrangement headed by the former consolidating entity for the tax years 2004-2007;

d) an increase in trading liabilities of E106 million, primarily attributable to an increase in amounts payable to the operators of interconnecting motorways, reflecting the performance of these companies’ toll revenue and in line with standard payment periods.

“Non-current non-financial liabilities”, totalling E4,631 million (E4,858 million as at 31 December 2014), are down E227 million, primarily due to:a) a reduction of E390 million in the non-current portion of provisions for construction services required by contract,

due primarily to reclassification of the current portion of E431 million;

STATEMENT OF CHANGES IN EQUITY

Em Issued capital

Undistributable extraordinary

reserve for delayed

investment

Other reserves and retained earnings Total other reserves and

retained earnings

Profit for the year after interim

dividends

Total equity

Share premium reserve

Legal reserve Cash flowhedge reserve

Other reserves and retained

earnings

Balance as at 31/12/2013 622 446 216 124 -154 590 776 460 2,304

Comprehensive income for the year - - - - -98 -9 -107 704 597


Final dividend (E0.547 per share) - - - - - - - -340 -340

Transfer of profit/(loss) for previous year to retained earnings - - - - - 120 120 -120 -

Reclassification of undistributable extraordinary reserve for delayed investment to the extraordionary reserve - -446 - - - 446 446 - -

Interim dividend (E0.530 per share) - - - - - - - -330 -330

Share-based incentive plans - - - - - 3 3 - 3

Recognition of after-tax gains from disposal of investments (business combinations under common control) - - - - - 35 35 - 35

Balance as at 31/12/2014 622 - 216 124 -252 1,185 1,273 374 2,269

Comprehensive income for the year - - - - 4 3 7 955 962






Balance as at 31/12/2015 622 - 216 124 -248 1,232 1,324 620 2,566


As at 31 December 2015, “Investments” amount to E1,536 million (E1,451 million as at 31 December 2014). The increase of E85 million essentially reflects the acquisition, completed on 2 September 2015, of a further 74.95% stake in Società Autostrada Tirrenica, thus raising the total interest to 99.93%.

As at 31 December 2015, “Working capital” has a negative balance of E1,456 million, marking an improvement of E152 million on the negative balance of E1,608 million as at 31 December 2014. This reflects a combination of the following:a) a reduction in the current portion of provisions, totalling E152 million, primarily due to the current portion of

provisions for the repair and replacement of motorway infrastructure, linked to work planned for 2016;b) a reduction of E65 million in the current portion of provisions for construction services required by contract,

reflecting expected investment in construction services for which no additional benefits are received in 2016;c) an increase of E35 million in net current tax assets, primarily due to provisions for income tax expense for the year

(E234 million), after payment of the balance for 2014 and payments on account for 2015 (E203 million) and the collection (E10 million) of the amount due from Sintonia as a result of the refund of IRES for deductible IRAP, in accordance with art. 6 of Law 2 of 28 January 2009, having participated in the tax consolidation arrangement headed by the former consolidating entity for the tax years 2004-2007;

d) an increase in trading liabilities of E106 million, primarily attributable to an increase in amounts payable to the operators of interconnecting motorways, reflecting the performance of these companies’ toll revenue and in line with standard payment periods.

“Non-current non-financial liabilities”, totalling E4,631 million (E4,858 million as at 31 December 2014), are down E227 million, primarily due to:a) a reduction of E390 million in the non-current portion of provisions for construction services required by contract,

due primarily to reclassification of the current portion of E431 million;


Em Issued capital

Undistributable extraordinary

reserve for delayed

investment

Other reserves and retained earnings Total other reserves and

retained earnings

Profit for the year after interim

dividends

Total equity


Legal reserve Cash flowhedge reserve


earnings

Balance as at 31/12/2013 622 446 216 124 -154 590 776 460 2,304

Comprehensive income for the year - - - - -98 -9 -107 704 597




Reclassification of undistributable extraordinary reserve for delayed investment to the extraordionary reserve - -446 - - - 446 446 - -



Recognition of after-tax gains from disposal of investments (business combinations under common control) - - - - - 35 35 - 35

Balance as at 31/12/2014 622 - 216 124 -252 1,185 1,273 374 2,269

Comprehensive income for the year - - - - 4 3 7 955 962






Balance as at 31/12/2015 622 - 216 124 -248 1,232 1,324 620 2,566

b) an increase of E86 million in the non-current portion of other provisions, essentially following the adjustment of provisions for the repair and replacement of motorway infrastructure based on a revised estimate of the work to be carried out under maintenance programmes;

c) an increase of E72 million in deferred tax liabilities, primarily as a result of the combined effect of the recognition of deferred tax liabilities due to the deduction, solely for tax purposes, of the amortisation of goodwill (E111 million) and the reassessment of deferred tax liabilities (a positive impact of E72 million in profit or loss and a negative impact of E9 million in other comprehensive income), following the above reduction in the IRES (corporation tax) rate from 2017.

As a result, “Net invested capital” amounts to E13,276 million (E12,951 million as at 31 December 2014).

“Equity” of E2,566 million is up E297 million on 31 December 2014 (E2,269 million), primarily due to:a) comprehensive income for the year (E962 million);b) payment of the final dividend for 2014 (E335 million) and of the interim dividend for 2015 (E335 million).

“Net debt” as at 31 December 2015 amounts to E10,710 million, practically in line with 31 December 2014 (E10,682 million).

“Non-current net debt” of E11,481 million is up E318 million on the figure for 31 December 2014 (E11,163 million) and primarily consists of:a) bond issues of E2,617 million, including:

1) the issue of bonds to institutional investors, accounted for in the financial statements at a total of E1,884 million, as part of the E7 billion Euro Medium Term Note (“EMTN”) Programme launched in October 2014; issues were completed in October 2015 (a par value of E650 million, paying coupon interest of 1.125% and maturing in November 2021 and a par value of E500 million, paying coupon interest of 1.875% and maturing in November 2025) and November 2015 (a par value of E750 million, paying coupon interest of 1.75% and maturing in June


2026);2) the issue of bonds totalling E733 million to retail investors in June 2015 (a par value of E750 million, paying

coupon interest of 1.625% and maturing in June 2023). In February 2015, the subsidiary entered into a number of Forward-Starting Interest Rate Swaps with banks to hedge interest rate risk associated with the launch of the bonds. The swaps have a weighted average rate of 0.54%. Fair value gains of E35 million resulted from the unwinding of these derivatives following issue of the bonds. Approximately E10 million has been recognised in the consolidated income statement, representing the portion exceeding the nominal amount at issue, whilst the remaining gains have been recognised in consolidated comprehensive income and will be reclassified to profit or loss in line with the related interest flows. The cost of the issue, including the above hedges, thus amounts to 1.28%;

b) medium/long-term borrowings (E9,106 million), down E2,075 million primarily following partial early repayment (E1,351 million) of a portion of the loans from Atlantia maturing in 2017, 2019, 2020 and May 2016, and reclassification of both the remaining loans maturing at this date (E883 million) and of a portion of the Company’s bank borrowings (E134 million), partially offset by the use of E200 million of the facility granted by Cassa Depositi e Prestiti, subject to a floating rate and maturing in June 2021, and the use of E50 million of the facility obtained from the EIB in 2010;

c) other non-current financial assets (E595 million), up E232 million mainly as a result of the new loan granted to Società Autostrada Tirrenica (a face value of E190 million, a fixed interest rate of 6.3% and maturing on 30 September 2020), following the acquisition of control of this company in September 2015.

“Non-current derivative liabilities” includes the balance for new Forward-Starting Interest Rate Swaps (E54 million), entered into with banks in June 2015 and having a total notional value of E2,200 million, with varying durations of 6, 7 and 8 years. The hedges are subject to a weighted average fixed rate of 1.16% and are associated with highly likely future financial liabilities entered into through to 2017 in order to meet funding requirements.

As at 31 December 2015, “Current net funds” amount to E771 million (E481 million as at 31 December 2014) and consist of:a) cash and cash equivalents (E2,422 million), up E1,157 million, essentially reflecting the proceeds from the above

bond issues, after the above partial early repayment of medium,/long-term loans from Atlantia;b) current financial liabilities (E1,781 million), up E643 million, primarily due to reclassifications to short-term

(E1,012 million), partially offset by repayments of bank borrowings (E290 million);c) current financial assets (E130 million), down E224 million, primarily following repayment of the loan to the

subsidiary, Società Autostrada Tirrenica (E117 million), following the grant of the new medium/long-term line of credit mentioned above, and a reduction in the current portion of other medium/long-term financial assets (E88 million), following collection of the amount due from Ecomouv (E73 million, reflecting the French government’s payment, to this company, of compensation for termination of the partnership agreement governing the “Eco-Taxe” project, and Toto Holding’s payment of the remaining amount recognised in 2011 (E14 million) following the sale of a 58% interest in Strada dei Parchi.

The loans received by the Company from Atlantia mature between 2016 and 2038 and have a residual average term to maturity of approximately five years and six months. The conditions applicable to these loans replicate those of Atlantia’s bank borrowings and bond issues, increased by a spread that takes account of the cost of managing the loans.The average term to maturity of interest bearing debt is approximately seven years as at 31 December 2015. 96% of net debt is fixed rate.The average cost of the Company’s medium/long-term borrowings in 2015 was approximately 4.4%.

As at 31 December 2015, the Company has cash reserves (cash, term deposits and undrawn committed lines of credit) of an estimated E3,982 million and consisting of:a) E1,948 million in investments and cash maturing in the short term, after net short-term debt due to Atlantia Group

companies, essentially relating to the Company’s role as a provider of centralised treasury management;b) E234 million in term deposits allocated to finance the execution of construction services;c) E1,800 million in undrawn committed lines of credit.


The Company has lines of credit with a weighted average residual term to maturity of approximately eight years and nine months and a weighted average residual drawdown period of approximately two years and three months.

The Company’s net debt, as defined in the European Securities and Market Authority (ESMA) Recommendation of 20 March 2013 (which does not permit the deduction of non-current financial assets from debt), amounts to E11,305 million as at 31 December 2015, compared with E11,045 million as at 31 December 2014.

Cash flow

“Net cash from operating activities” amounts to E1,554 million for 2015, up E159 million compared with 2014 (E1,395 million). This primarily reflects:a) an increased contribution from operating capital (E99 million), linked to an increase in trading liabilities in 2015,

given the substantial offset between changes in amounts payable to suppliers and those due to the operators of interconnecting motorways in 2014;

b) an increase in operating cash flow (E61 million), commented on in “Results of operations”.

“Cash used for investment in non-financial assets”, totalling E931 million, is up E308 million on 2014 (E623 million), essentially due to a combination of the following:a) a E147 million increase in investment in assets held under concession, after the related government grants;b) cash of E85 million used for the acquisition of a controlling interest in Società Autostrada Tirrenica;c) proceeds from the disposal of investments, resulting from the sale of controlling interests in Pavimental and Spea

Ingegneria Europea (now Spea Engineering) in 2014, amounting to E78 million.

The “Cash outflow resulting from changes in equity”, amounting to E670 million, is unchanged with respect to the previous year and consists of the final dividend declared for 2014 and the interim dividend for 2015.

In addition, in 2015, net debt decreased as a result of an increase of E19 million, after the related taxation, in the fair value of derivative financial instruments recognised in comprehensive income, essentially reflecting the settlement of differentials during the year, in addition to an increase in interest rates as at 31 December 2014, compared with 31 December 2014. These effects were partially offset by fair value losses on Forward-Starting Interest Rate Swaps entered into in June 2015, following a reduction in the related interest rates in the second half of 2015.2014, on the other hand, witnessed a reduction in interest rates as at 31 December 2014, compared with the end of 2013, with the resulting recognition of fair value losses on cash flow hedges (E135 million).

The above cash flows have, therefore, resulted in an overall increase in net debt of E28 million, compared with an increase of E32 million in 2014.


STATEMENT OF CHANGES IN NET DEBT (1)

Em 2015 2014

CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES

Profit for the year 955 704

Adjusted by:

Amortisation and depreciation 511 487

Operating change in provisions -48 176

Financial expenses from discounting of provisions for construction services required by contract and other provisions 43 98

Impairment losses/(Reversal of impairment losses) on non-current financial assets and investments -6 -24

Net change in deferred tax (assets)/liabilities through profit or loss 58 40

Other non-cash costs (income) -3 -32

Operating cash flow 1,510 1,449

Change in operating capital 92 -7

Other changes in non-financial assets and liabilities -48 -47

Net cash generated from/(used in) operating activities (A) 1,554 1,395

NET CASH FROM/(USED IN) INVESTMENT IN NON-FINANCIAL ASSETS

Investment in assets held under concession -870 -707

Government grants related to assets held under concession 56 40

Purchases of property, plant and equipment -22 -17

Purchases of intangible assets -12 -15

Purchases of investments -85 -2

Proceeds from sales of property, plant and equipment, intangible assets and investments 2 78

Net cash from/(used in) investment in non-financial assets (B) -931 -623

NET EQUITY CASH INFLOWS/(OUTFLOWS)

Dividends declared -670 -670

Net equity cash inflows/(outflows) (C) -670 -670

Increase/(Decrease) in cash and cash equivalents during year (A + B + C) -47 102

Change in fair value and settlement of financial instruments and hedging derivatives recognised in comprehensive income 19 -135

Financial income/(expenses) accounted for as an increase in financial assets/(liabilities) - 1

Other changes in net debt (D) 19 -134

Decrease/(Increase) in net debt for year (A + B + C + D) -28 -32

Net debt at beginning of year -10,682 -10,650

Net debt at end of year -10,710 -10,682

(1) The statement of changes in net debt presents the impact of cash flows generated or used during the period on net debt, unlike the statement of cash flows in the financial statements, which presents the impact of cash flows on cash and cash equivalents. The statement of changes in net debt shows the following information:

- “Net cash from/(used in) operating activities” includes the item, “Operating cash flow” and shows the change in operating capital, consisting of trade-related items directly linked to ordinary activities;

- “Net cash from/(used in) investment in non-financial assets” solely includes cash flows used in and generated from investment in and the sale of non-financial assets;

- “Net equity cash inflows/(outflows)” solely regard changes in equity with an impact on net debt; - the item “Other changes in net debt” includes the impact of changes not included in other types of flow that have an impact on net debt.


The Autostrade per l’Italia Group’s operating segments have been identified on the basis of the information provided to the Board of Directors of the parent, Atlantia, which represents the Group’s chief operating decision maker, taking into account Atlantia’s role in the management and coordination of Autostrade per l’Italia, taking decisions regarding strategy and the allocation of resources and assessing performance. In particular, the performance of the business is assessed both in terms of geographical area and in terms of business segment.

Details of the Autostrade per l’Italia Group’s operating segments are as follows:a) Italian motorways: this includes the Italian motorway operators (Autostrade per l’Italia, Autostrade Meridionali,

Tangenziale di Napoli, Società italiana per azioni per il Traforo del Monte Bianco and Raccordo Autostradale Valle d’Aosta), whose core business consists of the management, maintenance, construction and widening of the related motorways operated under concession. This operating segment also include the motorway operator, Società Autostrada Tirrenica, following the acquisition of control of this company and its consolidation from 30 September 2015. In addition, this segment also includes Telepass, the companies that provide support for the motorway business in Italy, and the Italian holding company, Autostrade dell’Atlantico, which holds investments in South America;

b) overseas motorways: this operating segment includes the activities of the holders of motorway concessions in Brazil, Chile and Poland, and the companies that provide operational support for these operators and the related foreign-registered holding companies;

c) other activities: this segment includes the production and operation of free-flow tolling systems, traffic and transport management systems, and public information and electronic payment systems. The most important companies are Autostrade Tech and Electronic Transaction Consultants. In addition, adjusted operating cash flow for 2014 benefitted from the contribution of Ecomouv (the “Eco-Taxe” project), which ceased operations following the French government’s decision to terminate the related partnership agreement on 30 October 2014, and Pavimental and Spea (and their respective subsidiaries), disposed of by Autostrade per l’Italia in 2014.

Key performance indicators for each segment in the two comparative years are shown below.

Italian motorways Overseas motorways Other activities Consolidation

adjustments Total Group(1)

Em 2015 2014 2015 2014 2015 2014 2015 2014 2015 2014

REPORTED AMOUNTS

External revenue 3,768 3,669 546 541 111 78 - - 4,425 4,288

Intersegment revenue 9 10 - - 32 24 -41 -34 - -

Total revenue 3,777 3,679 546 541 143 102 -41 -34 4,425 4,288

EBITDA 2,314 2,257 407 412 22 14 - - 2,743 2,683

Operating Cash Flow 1,471 1,410 330 319 23 11 - - 1,824 1,740

Capital expenditure (2) 967 774 172 156 12 13 - -10 1,151 933

ADJUSTED AMOUNTS

Adjusted EBITDA 2,314 2,257 493 489 22 14 - - 2,829 2,760

Adjusted Cash Flow 1,471 1,410 363 345 23 87 - - 1,857 1,842

2.3 Key performance indicators by operating segment

(1) A description of the principal amounts in the consolidated income statement and statement of financial position and the related changes is provided in the section, “Group financial review”.

(2) This item includes expenditure on assets held under concession, on property, plant and equipment and on other intangible assets, as shown in the statement of changes in net debt.


Em Revenue EBITDA EBIT Capital expenditure (a) Net debt (net funds)

2015 2014 Increase/(Decrease) 2015 2014 Increase/(Decrease) 2015 2014 Increase/(Decrease) 2015 2014 Increase/(Decrease) 2015 2014 Increase/(Decrease)

Absolute % Absolute % Absolute % Absolute % Absolute %

Italian motorways

Autostrade per l'Italia 3,405 3,332 73 2% 2,114 2,076 38 2% 1,650 1,411 239 17% 904 739 165 22% 10,710 10,682 28 n/s

Telepass 151 145 6 4% 89 88 1 1% 76 72 4 6% 16 9 7 78% 263 299 -36 -12%

Società Italiana per il Traforo del Monte Bianco 58 55 3 5% 38 35 3 9% 22 11 11 n/s 2 1 1 n/s -125 -99 -26 26%

Autostrade Meridionali 85 79 6 8% 28 28 - n/s 18 20 -2 -10% 7 11 -4 -36% -150 -148 -2 1%

Tangenziale di Napoli 75 71 4 6% 31 26 5 19% 21 13 8 62% 16 10 6 60% 22 37 -15 -41%

Raccordo Autostradale Valle d'Aosta 19 18 1 6% 7 5 2 40% -2 -11 9 -82% 7 3 4 n/s -90 -88 -2 2%

Società Autostrada Tirrenica (b) 7 - 7 n/s 2 - 2 n/s 2 - 2 n/s 15 - 15 n/s 230 - 230 n/s

AD Moving 9 9 - n/s - - - n/s - - - n/s - - - n/s 3 1 2 n/s

Overseas motorways

Rodovias das Colinas 125 145 -20 -14% 91 116 -25 -22% 66 94 -28 -30% 18 20 -2 -10% -23 1 -24 n/s

Triangulo do Sol 114 134 -20 -15% 88 103 -15 -15% 68 83 -15 -18% 15 5 10 n/s -50 -42 -8 19%

Vespucio Sur 85 70 15 21% 68 59 9 15% 66 54 12 22% - - - n/s -16 37 -53 n/s

Costanera Norte 95 76 19 25% 72 57 15 26% 68 54 14 26% 88 50 38 76% -217 -133 -84 63%

Gruppo Stalexport Autostrady 64 54 10 19% 51 40 11 27% 41 26 15 58% 5 10 -5 -50% -70 -34 -36 n/s

Rodovia MG050 (Nascentes das Gerais) 27 32 -5 -16% 18 21 -3 -14% 6 12 -6 -50% 42 65 -23 -35% 104 90 14 16%

Los Lagos 25 19 6 32% 16 12 4 33% 11 7 4 57% - - - n/s -261 -241 -20 8%

Autopista Nororiente 5 3 2 67% - - - n/s - - - n/s - - - n/s -43 -32 -11 34%

Litoral Central 3 2 1 50% -1 - -1 n/s - - - n/s - - - n/s -105 -99 -6 6%

AMB 1 1 - n/s - - - n/s - - - n/s - - - n/s -11 -8 -3 37%

Other activities

Autostrade Tech 65 52 13 25% 11 9 2 22% 9 7 2 29% 1 1 - n/s -15 -10 -5 50%

ETC 71 48 23 48% 10 3 7 n/s 5 -4 9 n/s 11 3 8 n/s 51 44 7 16%

2.4 Key performance indicators for the principal Group companies (*)

(*) Figures calculated under IFRS and in compliance with the standards and policies adopted by Autostrade per l’Italia, and extracted from specific reporting packages prepared by each subsidiary for the purpose of preparing the Autostrade per l’Italia Group’s consolidated financial statements.

(a) Includes investment in assets held under concession, in property, plant and equipment and in other intangible assets. (b) This company has been consolidated by the Group from 30 September 2015.


Em Revenue EBITDA EBIT Capital expenditure (a) Net debt (net funds)

2015 2014 Increase/(Decrease) 2015 2014 Increase/(Decrease) 2015 2014 Increase/(Decrease) 2015 2014 Increase/(Decrease) 2015 2014 Increase/(Decrease)

Absolute % Absolute % Absolute % Absolute % Absolute %

Italian motorways

Autostrade per l'Italia 3,405 3,332 73 2% 2,114 2,076 38 2% 1,650 1,411 239 17% 904 739 165 22% 10,710 10,682 28 n/s

Telepass 151 145 6 4% 89 88 1 1% 76 72 4 6% 16 9 7 78% 263 299 -36 -12%

Società Italiana per il Traforo del Monte Bianco 58 55 3 5% 38 35 3 9% 22 11 11 n/s 2 1 1 n/s -125 -99 -26 26%

Autostrade Meridionali 85 79 6 8% 28 28 - n/s 18 20 -2 -10% 7 11 -4 -36% -150 -148 -2 1%

Tangenziale di Napoli 75 71 4 6% 31 26 5 19% 21 13 8 62% 16 10 6 60% 22 37 -15 -41%

Raccordo Autostradale Valle d'Aosta 19 18 1 6% 7 5 2 40% -2 -11 9 -82% 7 3 4 n/s -90 -88 -2 2%

Società Autostrada Tirrenica (b) 7 - 7 n/s 2 - 2 n/s 2 - 2 n/s 15 - 15 n/s 230 - 230 n/s

AD Moving 9 9 - n/s - - - n/s - - - n/s - - - n/s 3 1 2 n/s

Overseas motorways

Rodovias das Colinas 125 145 -20 -14% 91 116 -25 -22% 66 94 -28 -30% 18 20 -2 -10% -23 1 -24 n/s

Triangulo do Sol 114 134 -20 -15% 88 103 -15 -15% 68 83 -15 -18% 15 5 10 n/s -50 -42 -8 19%

Vespucio Sur 85 70 15 21% 68 59 9 15% 66 54 12 22% - - - n/s -16 37 -53 n/s

Costanera Norte 95 76 19 25% 72 57 15 26% 68 54 14 26% 88 50 38 76% -217 -133 -84 63%

Gruppo Stalexport Autostrady 64 54 10 19% 51 40 11 27% 41 26 15 58% 5 10 -5 -50% -70 -34 -36 n/s

Rodovia MG050 (Nascentes das Gerais) 27 32 -5 -16% 18 21 -3 -14% 6 12 -6 -50% 42 65 -23 -35% 104 90 14 16%

Los Lagos 25 19 6 32% 16 12 4 33% 11 7 4 57% - - - n/s -261 -241 -20 8%

Autopista Nororiente 5 3 2 67% - - - n/s - - - n/s - - - n/s -43 -32 -11 34%

Litoral Central 3 2 1 50% -1 - -1 n/s - - - n/s - - - n/s -105 -99 -6 6%

AMB 1 1 - n/s - - - n/s - - - n/s - - - n/s -11 -8 -3 37%

Other activities

Autostrade Tech 65 52 13 25% 11 9 2 22% 9 7 2 29% 1 1 - n/s -15 -10 -5 50%

ETC 71 48 23 48% 10 3 7 n/s 5 -4 9 n/s 11 3 8 n/s 51 44 7 16%

2.4 Key performance indicators for the principal Group companies (*)


Italian motorway operations generated revenue of E3,777 million in 2015, an increase of E98 million (3%) on the previous year. On a like-for-like basis (1), total revenue is up E145 million (4%).

The Group’s Italian motorway operators report net toll revenue of E3,323 million for 2015, marking an increase of E157 million compared with the previous year, including the contribution from Società Autostrada Tirrenica. On a like-for-like basis, net toll revenue is up E151 million, primarily reflecting an increase in motorway traffic (up 3%, accounting for an increase of E90 million, including the impact of the different traffic mix) and the application of annual toll increases (up E39 million, essentially reflecting the increase of 1.46% applied by Autostrade per l’Italia from 1 January 2015).

Other operating income is down E59 million on 2014. The figure was negatively influenced by a reduction in royalties from service areas as a result of agreements with certain operators, further discounts applied to royalties with effect from the second half of 2014, a reduction in “one-off” payments received and reduced income resulting from the handover free of charge of buildings located at service areas. These items are partially offset by the contingent assets recognised by Tangenziale di Napoli in 2015, following settlement of a legal dispute regarding an expropriation. On a like-for-like basis, other operating income has not changed significantly.

Net operating costs of E1,532 million in 2015 are up E41 million on the previous year, whilst benefitting from the lower cost of settlements reached with certain service area operators (which had a greater impact in 2014). On a like-for-like basis, net operating costs are up E43 million, primarily as a result of the following:a) higher maintenance costs, above all on Autostrade per l’Italia’s network, partly linked to the decision to bring forward

work initially scheduled for 2016;b) an increase in operating costs, above all at Autostrade per l’Italia, linked primarily to an increase in insurance

deductibles and the corporate advertising costs incurred by Autostrade per l’Italia in relation to the issue of bonds to retail investors in June 2015;

c) an increase in concession fees linked to the rise in toll revenue;d) a 3.8% increase in staff costs which, before deducting capitalised expenses, substantially unchanged across the

two comparative periods. This reflects a combination of the following:• an increase in the average unit cost (up 4.5%), primarily due to the cost of contract renewals, management

incentive plans, early retirement incentives and a reduction in expenses recovered for staff on secondment, partially offset by Giove Clear’s recruitment of personnel on different forms of contract with respect to the one applicable to motorway and tunnel workers;

• a reduction of 50 (0.7%) in the average workforce, primarily due to a slowdown in recruitment (at Autostrade per l’Italia, Tangenziale di Napoli and Società Autostrade Meridionali) and the transfer of personnel from Autostrade per l’Italia to Atlantia in 2014 following the merger with Gemina, partly offset by recruitment for certain specific units at Autostrade per l’Italia and an increase in Giove Clear’s workforce, reflected the company’s expanded operations compared with 2014.

EBITDA for the Italian motorways segment in 2015 amounts to E2,314 million, up E57 million (3%) on 2014. On a like-for-like basis, EBITDA is up E102 million (5%).

Traffic

The number of kilometres travelled on the Italian network operated by Autostrade per l’Italia and the Group’s other Italian motorway operators is up 3.0% on a like-for-like basis, compared with 2014. Vehicles with 2 axles (cars and vans, representing 87.5% of the total) registered an increase of 2.9%, whilst those with 3 or more axles (12.5% of the total) are up 3.9%. Autostrade per l’Italia registered an increase of 3.0%. The Group’s other Italian operators also report positive performances: Raccordo Autostradale Valle d’Aosta and Autostrade Meridionali recorded increases of 5.6% and 4.5%, respectively, whilst Società Italiana per il Traforo del Monte Bianco and Tangenziale di Napoli saw growth of 3.5% and 0.7%.Finally, Società Autostrada Tirrenica recorded a 3.0% increase.

2.5 Italian motorways

(1) The term “like-for-like basis”, used with reference to certain performance indicators, is defined in the introduction to the “Group financial review” above.


MONTHLY TRAFFIC TRENDS ON THE NETWORK OPERATED UNDER CONCESSION IN ITALY IN 2015 (*) (millions of vehicles x km)

(*) Excluding Società Autostrada Tirrenica.

TRAFFIC ON THE NETWORK OPERATED UNDER CONCESSION IN ITALY IN 2015

Motorway Vehicles x km (millions) ATVD (*) 2015Vehicles

with 2 axlesVehicles

with 3 or more axles

Total vehicles % Increase/(Decrease)

on 2014

A1 Milan-Naples 14,601 2,570 17,171 3.0 58,548

A4 Milan-Brescia 3,255 413 3,668 0.9 107,485

A7 Serravalle-Genoa 519 77 595 2.2 32,620

A8/A9 Milan-Lakes 2,287 138 2,424 4.0 85,479

A8/26 spur 462 28 490 4.5 55,896

A10 Genoa-Savona 775 88 863 2.2 51,986

A11 Florence-Coast 1,372 100 1,472 1.2 49,370

A12 Genoa-Sestri 796 53 849 2.5 47,762

A12 Rome-Civitavecchia 588 42 630 1.9 26,391

A13 Bologna-Padua 1,661 282 1,943 0.8 41,823

A14 Bologna-Taranto 8,468 1,410 9,878 4.2 34,635

A16 Naples-Canosa 1,217 141 1,358 4.1 21,594

A23 Udine-Tarvisio 444 112 556 2.7 15,049

A26 Genoa Voltri-Gravellona Toce 1,755 267 2,021 3.8 22,613

A27 Venice-Belluno 650 50 700 4.0 23,316

A30 Caserta-Salerno 704 99 803 2.4 39,762

Mestre Interchange 40 5 45 3.4 -

Total autostrade per l’Italia 39,594 5,873 45,467 3.0 43,637

Autostrade Meridionali 1,550 34 1,584 4.5 84,082

Tangenziale di Napoli 841 76 917 0.7 124,431

Traforo del Monte Bianco 8 3 11 3.5 5,225

Raccordo Autostradale Valle d'Aosta 88 19 107 5.6 9,184

Total italian operators 42,081 6,005 48,086 3.0 44,445

Società Autostrada Tirrenica (**) 245 23 268 3.0 18,346

(*) Average theoretical vehicles per day, equal to number of kilometres travelled/journey length/number of days.(**) This company was consolidated from 30 September 2015.

442

2,851

1,000

-

2,000

3,000

4,000

5,000

January

2,557

460

February

3,104

526

March

3,448

501

April

3,608

506

May

3,736

522

June

4,365

572

July

4,718

395

August

3,780

545

September

3,475

545

October

3,085

517

November

3,354

473

December

3+axles vehicles 2 axles vehicles


Toll increases

Autostrade per l’Italia applied an annual toll increase of 1.46% from 1 January 2015. This was determined, in accordance with the concession arrangement, on the basis of the following components: 0.49%, equivalent to 70% of the consumer price inflation rate in the period from 1 July 2013 to 30 June 2014; 0.89% to provide a return capital expenditure via the X tariff component; 0.08% to provide a return on investment via the K tariff component.In the case of Raccordo Autostradale Valle d’Aosta and Tangenziale di Napoli (which, unlike Autostrade per l’Italia, apply a toll formula that takes into account the target inflation rate, a rebalancing component and a return on investment, in addition to quality), a toll increase of 1.5% has been provisionally authorised. Any difference with respect to the effective toll increase due as a result of five-yearly revision of the respective financial plans, to be included in an addendum for publication by 30 June 2015, will be recouped, as expressly agreed in a specific memorandum signed by the Grantor and the operators on 30 December 2014. The process of drawing up the above addendum is still under way.As happened with the requested toll increase for 2014, the Grantor has not approved any toll increase for Autostrade Meridionali, in view of the fact that its concession has expired.Based on bilateral agreements between Italy and France, Traforo del Monte Bianco has applied an increase of 2.59% from 1 January 2015, in compliance with the Intergovernmental Committee resolution. This was determined on the basis of the inflation-linked component of 0.19% (the average for Italy and France) and an increase of 2.40% resulting from the above surcharges introduced by the joint declaration of the relevant Italian and French ministries dated 3 December 2012.

INFLATION AND TOLL INCREASES APPLIED BY AUTOSTRADE PER L’ITALIA: TRENDS 2000-2015 (*) (BASE 2000 = 100)

(*) Source for inflation: ISTAT consumer price index for Italy as a whole (including tobacco products).

2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

net tariff increase inflation net tariff after capex component

2014 2015

132.92

144.33

128.66

AVERAGE TOLLS FOR CARS IN EUROPE (*) VAT INCLUDED (2015 in e cents per km)

(*) Source: APCAP, ASETA, ASFA, M6 Toll, ASECAP.(1) Source: AISCAT.

Italy (1) France (ASFA)

Spain (ASETA)

UK(M6 Toll)

Autostrade per l'Italia

Portugal (APCAP)

6.60 7.24 7.80 8.29 10.30

18.04 16.5017.59

19.10 19.17 19.40

25.50

36.08

45.68

Italy (1) France (ASFA)

Spain (ASETA)

UK(M6 Toll)

Germany (2)

(Toll Collect)Austria (3)

(Asfinag)Autostrade per l'Italia

Portugal (APCAP)

(*) Source: APCAP, ASETA, ASFA, Toll Collect, Asfinag, M6 Toll, ASECAP.(1) Source: AISCAT.(2) Tolls in Germany are differentiated by vehicle emission class: those shown are

for emission class “euro 3”.(3) Tolls in Austria are differentiated by vehicle emission class: those shown are

based on the average tolls for the category with 4 or more axles.

AVERAGE TOLLS FOR HEAVY VEHICLES IN EUROPE (*) VAT INCLUDED (2015 in e cents per km)


Capital expenditure

Autostrade per l’Italia is in the process of implementing a programme of investment in major infrastructure projects under the original Agreement of 1997 and the IV Addendum of 2002, totalling E14.2 billion.The purpose of these investments is to increase the capacity of the existing motorway network on the country’s principal arteries, in order to improve road safety and service quality.

In addition to the above programme, Autostrade per l’Italia’s new Single Concession Arrangement of 2007 also envisages further investment totalling E7 billion, via:• extensions to projects already included in the Agreement of 1997, involving new specific network upgrades worth

approximately E2 billion;• a commitment to develop preliminary designs for the upgrade of certain sections of motorway operated under

concession, totalling around 325 km, at a cost of approximately E5 billion.

AUTOSTRADE PER L’ITALIA Total km Km opened to traffic Total (*) (Ebn) Completed (€bn)

Financial Plan 1997 233 197 6.8 5.5

IV Addendum 2002 270 213 7.4 3.4

Single Arrangement 2007 (**) 325 - 5.0 0.0

Other projects - - 2.0 0.3

Total 829 410 21.2 9.2

SUBSIDIARIES Km Km completed Total (*) (Ebn) Completed (€bn)

Raccordo Autostradale Valle d’Aosta 12 12 0.4 0.4

Autostrade Meridionali (***) 20 20 0.6 0.5

Società Autostrada Tirrenica (****) 205 4 1.4 0.2

Total 237 36 2.4 1.1

Total group 1,066 446 23.6 10.3

(*) Total cost of carrying out the works, as assessed as at 31 December 2015, including the base bid price (net of bid or agreed reductions), available funds, recognised reserves and early completion bonuses.The value of works under the 1997 Financial Plan are net of an amount included in “Other investment”.

(**) The Single Arrangement signed by Autostrade per l’Italia on 12 October 2007 provides for further upgrades of the network, totalling around 325 km, at a cost of approximately €5 billion, in addition to new specific projects worth approximately €2 billion.

(***) The concession held by Autostrade Meridionali expired on 31 December 2012. At the Grantor’s request, in 2015 the company continued to be responsible for day-to-day operation of the motorway whilst awaiting the transfer of the concession to the new operator (subject to inclusion of the related costs in the value of its takeover right).

(****) Società Autostrada Tirrenica was consolidated from 30 September 2015.

The Group’s other motorway have, on the other hand, completed the programmes of investment in major infrastructure projects (E1 billion) set out in their respective arrangements, whilst Società Autostrada Tirrenica, a company acquired by the Group in September 2015, is currently working on an extension of the section of motorway it operates between Civitavecchia and Tarquinia (E200 million already completed). Completion of the entire section from Tarquinia to Livorno (at an estimated cost of E1.2 billion) is, on the other hand, subject to fulfilment of the technical and financial conditions to be verified jointly by the grantor and Società Autostrada Tirrenica, and execution of an addendum to the Concession Arrangement, to include a viable financial plan.


Upgrade and modernisation of the network operating under concession in Italy

On a like-for-like basis, Autostrade per l’Italia and the Group’s other Italian operators invested a total of E952 million in 2015, marking an increase of E178 million (23%) on 2014. Including Società Autostrada Tirrenica, capital expenditure is up E193 million (25%).

Capital expenditure

Em 2015 2014 % Increase/(Decrease)

Autostrade per l'Italia -projects in Agreement of 1997 370 277 34%

Autostrade per l'Italia - projects in IV Addendum of 2002 268 216 24%

Investment in major works by other operators 14 14 0%

Other capital expenditure and capitalised costs (staff, maintenance and other) 250 224 12%

Total investment in infrastructure operated under concession 902 731 23%

Investment in other intangible assets 14 17 -18%

Investment in property, plant and equipment 36 26 38%

Total investment in motorways in Italy 952 774 23%

Investment by Società Autostrada Tirrenica (*) 15 -

Total investment in motorways in Italy including Società Autostrada Tirrenica 967 774 25%

(*) This company was consolidated from 30 September 2015.

The volume of investment relating to works envisaged in Autostrade per l’Italia’s Agreement of 1997 is E93 million up compared with 2014. The difference primarily reflects the completion of work on the Variante di Valico, opened to traffic on 23 December 2015, and the start of work on widening the A1 between Barberino and Florence North to three lanes and on completion of off carriageway works on the Florence North-Florence South section of the A1.

The increase in investment in works envisaged in Autostrade per l’Italia’s IV Addendum of 2002, amounting to approximately E52 million, is largely due to work on Lot 4 on the A14 and on the A4-A13 interchange (where work, which had previously been halted due to the financial difficulties faced by contractors, gradually recommenced in the second half of 2014). The increase also reflects work on the fifth lane of the A8 between Milan and Lainate, which began in the second half of 2014.


Contract reserves quantified by contractors

As at 31 December 2015, Group companies have recognised contract reserves quantified by contractors amounting to approximately E1,750 million (E2,260 million as at 31 December 2014).Based on past experience, only a small percentage of the reserves will actually have to be paid to contractors and, in this case, will be accounted for as an increase in intangible assets deriving from concession rights.Reserves have also been recognised in relation to works not connected to investment (work for external parties and maintenance), amounting to approximately E44 million. The estimated future cost is covered by provisions for disputes accounted for in the consolidated financial statements as at and for the year ended 31 December 2015.

Stage of completion of works being carried out by Autostrade per l’Italia and the other Italian motorway operators

The following tables show major works to be carried out as part of the upgrade of the network operated under concession, based on the commitments given in the respective concession arrangements.The estimated value of each project includes the overall cost (before any government grants) of the works, as assessed at the end of December 2015.

The final cost of the works is subject to change based on the effective future stage of completion of the works. In spite of the Group’s determination to push ahead with design work and organisation of the projects, the above complications and problems relating to approvals may well continue to delay completion of works, with the following implications:• the impossibility of making a reasonable estimate of the date of completion and entry into service of the various

works, especially those where the related contracts have yet to be awarded;• potential cost overruns due to disputes and eventual changes to designs.

In 2009, Autostrade per l’Italia’s Board of Directors set up a body known as the “Committee responsible for the Completion of Projects”, with the role of monitoring:• the performance of infrastructure investment plans in terms of state of progress of the works, the related costs

and compliance with the commitments given by the Company and its subsidiaries in the relevant concession arrangements;

• the process of selecting contractors to carry out the works;• the organisational and procedural aspects of carrying out the works;• the state of contract reserves;• the status of the most important legal disputes.

The Committee met on 10 occasions in 2015.


PLANNED INVESTMENT IN THE ITALIAN NETWORK

MONT-BLANCA23

A27

A13

A14

A1

A4A9

A8A26

A1

A1

A1

A12

A14

A14A16

A30

A3

A7

A12

A11

A10

A28

MILAN

GENOA

TURIN

BOLOGNA

FLORENCE

LIVORNO

PISA

BARI

TARANTO

PESCARA

NAPLES

CIVITAVECCHIA

ROME

VENICE

BELLUNO

ANCONA

TARVISIO

RAVENNA

PADUABRESCIA

Autostrade per l’Italia motorway network

1997 Financial Plan

IV Addedum 2002

Raccordo Autostradale Valle d’Aosta

Società Autostrada Tirrenicaupgrades

Autostrade Meridionali

ANAS and other operators

Works on other Group concessionaires network:

Works on Autostrade per l’Italia’s network:

2 A14 Bologna Ring road(dynamic 3rd lane )

2 A1 Modena-Bologna (4th lane)

10 A14 Rimini Nord-P.toS. Elpidio (3rd lane)

5 A1 Orte-Roma North(3rd lane)

13 A3 Naples-Pompeii-Salerno(3rd lane)

14 A12 Società Autostrada Tirrenica

11 A1 Fiano Romano-Settebagni(3rd lane) and Castelnuovo di Porto junction

4 A1 Variante di ValicoA1 Barberino-Incisa (3rd lane)

1 A8 Milan-Gallarate(3rd and 4th lane)

9 Genoa bypass 3 A1 Casalecchio-Sasso Marconi (3rd lane)

12 A5 Morgex-Entrèves

7 A8 Link road for New Milan Exhibition Centre

8 Milan East-Bergamo(4th lane)

6 A8 Milan-Lainate (5th lane)A9 Lainate-Como Grandate(3rd lane)


PLANNED UPGRADES AND MODERNISATION OF THE NETWORK OPERATED UNDER CONCESSION IN ITALY

Project Status as at 31/12/2015

Km covered by project

(km)

Value of project (a)

Em

Km opened to traffic as at 31/12/2015

(km)

Stage of completion as at 31/12/2015

Em

Autostrade per l’Italia: Arrangement of 1997

1 A8 3rd and 4th lanes Milan-Gallarate Completed 28.7 65 28.7 65

2 A1 4th lane Modena-Bologna Completed (1) 31.6 180 31.6 146

2 A14 3rd lane Bologna Ring Road Completed (2) 13.7 59 13.7 59

3 A1 3rd lane Casalecchio - Sasso Marconi Completed 4.1 83 4.1 83

4 A1 Variante di Valico Completed/in progress (3) 58.7 4,097 58.7 3,900

4 A1 3rd lane Barberino - Incisa (4) 58.5 2,059 21.9 1,011

5 A1 3rd lane Orte - Rome North Completed 37.8 192 37.8 192

Other projects Work in progress/completed (5) 27 n/a 24

Total projects under Arrangement of 1997 233.1 6,762 196.5 5,480

Projects included in IV Addendum of 2002 (c)

11 A1 3rd lane Fiano R. - Settebagni and Castelnuovo di Porto junction

Completed 15.9 129 15.9 124

8 A4 4th lane Milan East - Bergamo Completed 33.6 514 33.6 511

6 A8 5th lane Milan - Lainate Work in progress 4.4 211 2.2 50

6 A9 3rd lane Lainate - Como Grandate Completed 23.2 345 23.2 302

10 A14 3rd lane Rimini North - Porto Sant’Elpidio

Work in progress/completed (6) 154.7 2,541 134.6 2,077

9 A7/A10/A12 Genoa Bypass Final design in progress 34.8 3,256 - 65

7 A8 Link road for New Milan Exhibition Centre

Completed 3.8 86 3.8 86

Other projects (7) 342 n.a. 210

Total projects under IV Addendum of 2002 270.4 7,424 213.3 3,425

Other Group motorway operators

12 A5 RAV AO-Mont Blanc Tunnel, new Morgex-Entrèves section

Completed 12.4 430 12.4 422

13 A3 Autostrade Meridionali, 3rd lane Naples-Pompeii East/Scafati (d)

Completed/in progress 20.0 545 20.0 541

Total projects of other operators 32.4 975 32.4 963

Total investment in major works 535.9 15,161 442 9,868

(a) Total cost of carrying out the works, as assessed at 31 December 2015, including the base bid price (net of bid or agreed reductions), available funds, recognised reserves and early completion bonuses. The value of works under the Arrangement of 1997 is net of an amount included in “Other investment”.

(b) Excludes capitalised costs (financial expenses and staff costs).(c) Final approval given in 2004.(d) Planned widening on Autostrade Meridionali’s network regards 24.5 km, including 4.5 km already open to traffic over duration of Arrangement of 1972-1992.

The concession held by Autostrade Meridionali expired on 31 December 2012. As requested by the Grantor, from 1 January 2013 the company has continued to be responsible for day-to-day operation of the motorway, including completion of the investment plan, whilst awaiting the transfer of the concession to the new operator (subject to inclusion of the related costs in the value of its takeover right).

(1) Includes construction of the Modena Ring Road, a work requested by local authorities and is awaiting approval from the Services Conference.(2) Total investment of E247 million, of which E59 million in the Major Works Plan of 1997 and E188 million in “Other investment”.(3) The Variante di Valico is open to traffic as at 31 December 2015. Work is continuing on off carriageway works, landscaping and completion of the new Rioveggio

and Firenzuola junctions.(4) Work on Lots 0 and 1 on the Barberino-Florence North section is in progress. Approximately 21.9 km of third lane is open to traffic between Florence North and

Florence South; the executive design for Lot 1 of the Florence South-Incisa section has been approved, Lot 2 is awaiting approval by the Services Conference.(5) Work on widening the bridge over the Volturno, the Rio Tufano viaduct and the Marano viaduct has been completed. Construction of the Lodi junction and re-

routing of the Lodi Vecchio section has been completed (TAV Agreement).(6) Approximately 134.6 km of third lane is open to traffic between Rimini North and Ancona North and between Ancona South and Porto Sant’Elpidio, in addition to the new

junctions at Montemarciano, Porto Sant’Elpidio and Senigallia. Work is in progress on Lot 5 (Ancona North-Ancona South, 17.2 km) and Lot 4 (Senigallia-Ancona North, 18.9 km, including 16 km open to traffic).

(7) The tender procedure is underway for the Maddaloni junction; work is in progress on the Tunnel Safety Plan and on the Padua Industrial Park junction; work has been completed on the Villamarzana, Ferentino, Guidonia and Rubicone junctions.


Investment in major works by Autostrade per l’Italia - 1997 Agreement

Of the works included in Autostrade per l’Italia’s Agreement of 1997, following the opening of the section of motorway known as the Variante di Valico, as at 31 December 2015 approximately 81% of these works have been completed.The 1997 Agreement originally envisaged expenditure of E3,556 million for the above works.The updated Financial Plan of 2002, which was included in the IV Addendum, entailed revisions to construction schedules and to the estimated total cost of the works, which was increased to E4,500 million, reflecting accumulated delays in obtaining approvals. It was, moreover, ascertained that the delays were not the fault of Autostrade per l’Italia, and that the financial benefits arising from the delays in carrying out the works were, in any case, less than the increase in costs to be borne by the Company.The increase in costs above the levels originally set out in the Financial Plan annexed to the Agreement of 1997, are primarily the result of the above delays in the authorisation process, which have led to price increases, and of subsequently issued regulations. Cost increases have also been caused by works requested by local authorities involved in the approval and authorisation process. It is not envisaged that Autostrade per l’Italia will be able to claw back past and future cost overruns through increases in tolls.When, moreover, construction schedules were revised and agreed during the drafting of the IV Addendum in mid-2002, the authorisation process for many sections had not yet been completed (Casalecchio-Sasso Marconi, lots 5, 6, 7, 8, 13 and 14 of the Variante di Valico, Barberino-Florence North, lots 4, 5 and 6 of the Florence North-Florence South section, Florence South-Incisa and the Bologna Ring Road) and it was not possible to estimate when this might occur.Today, in contrast, all the authorisation procedures have been completed for the upgrade of the A1 between Bologna and Florence, with the exception of Lot 2 (7.5 km) of the Florence South-Incisa section, for which it has not been possible to finalise the agreement between central government and the regional authority, and for which modifications to the earlier design were required. The new design obtained an Environmental Impact Assessment decree in January 2015 and is currently awaiting final approval by the Services Conference.

The final cost of the works (based on contracts in progress and final and executive designs awaiting authorisation) amounts to E6.8 billion. Of this, works with a value of approximately E5.5 billion have been completed, a figure that is higher than the cost of the works estimated in 2007. Compared with the initial estimate of E3.6 billion in 1997, on the basis of which the Company was privatised, the additional expense to be borne by the operator currently stands at E3.2 billion.


The Variante di Valico opens to traffic

On 23 December 2015, some of Italy’s most important dignitaries gathered at the Sparvo Tunnel to attend the opening ceremony for the Variante di Valico, a key component of Autostrade per l’Italia’s investment programme.

The widening of the Apennine stretch of the A1 between Sasso Marconi and Barberino represents a key stage in improving road conditions and cutting the time it takes to travel from the north to the south of the country. The project covers around 59 km and includes 41 new tunnels and 41 new viaducts, 2 new junctions and 2 new service areas. Hill climbs have been reduced by 220 metres and travel times have been cut by 30% compared with the old road. The project involved three major works:• the widening of the Sasso Marconi-La Quercia section of 19.4 km to three lanes (opened to traffic in June 2007);• construction, of a new 32-km motorway alongside the existing road between La Quercia and Aglio, offering drivers

the choice of using the new or the old motorway;• construction of a new 3-lane, 6-km section of southbound motorway between Aglio and Barberino. The existing

4-lane motorway is now reserved for northbound traffic.

The works presented a number of significant technical difficulties, reflecting a technologically advanced project carried out in one of the most morphologically and geologically complex landscapes in Europe: the Apennines in Tuscany and Emilia. With narrow valleys and sharp inclines, areas subject to the risk of landslip and geotechnical difficulties, this proved to be the most challenging part of the whole project.The new tunnels obviously play a major role in the new motorway: the Base Tunnel, extending for around 9 km and

La Quercia

Badia Nuova

Firenzuola

Aglio

Bologna

Florence

New section

VARIANTE DI VALICO

Tunnels

Existing motorway

A1

Tracciato

Sasso Marconi

Barberino


bored in parallel on 8 fronts and a 180m2 section, is considered unique and of global importance; the Sparvo Tunnel, running through 2.5 km of landscape subject to firedamp, was built entirely using the world’s biggest tunnel boring machine (a section of over 200m2), which saw the contractor (Toto Costruzioni Generali) win a number of international prizes in the sector.It is estimated that over 90% of the heavy vehicles that travel from Bologna to Florence will choose to use the Variante rather than the existing A1.

Investment in major works by Autostrade per l’Italia - IV Addendum 2002

Investment envisaged in the IV Addendum is designed to upgrade the network close to a number of major conurbations and along the Adriatic coast. The authorisation process for works covered by the IV Addendum, signed by Autostrade per l’Italia in December 2002, was completed and became effective in June 2004. Work on the designs relating to the investment programme envisaged by the IV Addendum could thus only start from this date, after a delay of 21 months with respect to the original programme.As at 31 December 2015, over 95% of the works have been authorised, approximately 50% have been contracted out and over 46% have been completed.The most important project included in the IV Addendum, from both a technical and financial viewpoint, is the Genoa Interchange. The project aims to relieve congestion on the section of the A10 close to the city of Genoa, from the Genoa West toll station (the Port of Genoa) to the residential district of Voltri. This will involve transferring through traffic on to a new road running alongside the existing motorway, effectively doubling capacity.To take account of accumulated delays in the approval process, the revised Financial Plan of 2013 has amended the schedule for carrying out the works and the estimated total cost, increasing it to E3.3 billion.In 2015, the project completed the final stage of the authorisation process, with the issue, in May, of the Decree finalising the agreement between central government and the regional authority. The final design is currently being prepared.The investments included in the IV Addendum are associated with specific toll increases linked to validation of the individual works and based on the stage of completion.

Planned investment in major works by the Group’s other Italian motorway operators

As at 31 December 2015, almost all of the investments in new works by the Group’s subsidiaries, Raccordo Autostradale Valle d’Aosta and Autostrade Meridionali, have been completed.The concession held by Autostrade Meridionali expired on 31 December 2012. As requested by the Grantor, from January 2013 the company has continued to be responsible for day-to-day operation of the motorway whilst awaiting the transfer of the concession to the incoming operator and subject to inclusion of the related costs in the value of its takeover right. As at 31 December 2015, the works included in the investment programme agreed with the grantor have been completed. SAT, which has been recently acquired by the Group, is working on completion of the section of motorway linking Civitavecchia with Tarquinia (approximately 90% of the work has been completed as at 31 December 2015).

Network operations

The cost to Autostrade per l’Italia and its Italian motorway subsidiaries for maintenance, safety and traffic management on the network in 2015 (excluding work at service areas) was E430 million on a like-for-like basis (2) (E401 million in 2014).

Total expenditure in 2015 (not including maintenance staff costs) is made up of the following:• maintenance costs of E305 million;• E125 million spent on safety and traffic management (including capitalised maintenance costs.Approximately E392 million of the total of E430 million was for projects carried out by Autostrade per l’Italia.

(2) The term, “on a like-for-like basis”, is defined in the introduction to the “Group financial review.


Safety and maintenance

There were 14,724 accidents on Autostrade per l’Italia’s network in 2015 (up 1.7% on 2014). The global accident rate is down 0.4% on 2014, whilst the death rate (calculated as the number of fatalities per 100 million kilometres) was 0.32, compared with the 0.31 of the previous year.On a like-for-like basis, there 15,170 accidents on the network operated by Autostrade per l’Italia and its Italian motorway operators in 2015 (up 2.1% on 2014), with the global accident rate falling 0.3 percentage points compared with 2014 and a death rate (calculated as the number of fatalities per 100 million kilometres) of 0.32, compared with 0.30 in 2014 (3).

ACCIDENT RATES ON THE NETWORK OPERATED BY AUTOSTRADE PER L’ITALIA AND THE GROUP’S OTHER ITALIAN MOTORWAY OPERATORS (4)

2000 2014 2015

Global accident rate (number of accidents per 100 Mn km travelled) 60.6 31.8 31.5

Accident rate on carriageways - 27.7 27.1

Casualty rate (number of accidents per 100 Mn km travelled) 15.8 8.7 8.1

Fatal accident rate (number of accidents per 100 Mn km travelled) 0.71 0.25 0.28

Death rate (number of deaths per 100 Mn km travelled) 0.90 0.30 0.32

DEATH RATES ON THE NETWORK OPERATED BY AUTOSTRADE PER L’ITALIA AND THE GROUP’S OTHER ITALIAN MOTORWAY OPERATORS

Note: 2015 figures are provisional.

The number of accidents at accident blackspots was also down in 2015, falling 20.5% compared with 2014. 90 specific initiatives were implemented during the year, to add to the almost 2,000 such initiatives carried out from 2002, since when accidents at these points on the network have fallen by approximately 80%.The improvement was also achieved thanks to deployment of the “Tutor” system for measuring average speeds (as at 31 December 2015, the system was in use on over 2,500 km or approximately 40% of the roads operated by Autostrade per l’Italia and the Group’s other Italian motorway operators), in addition to the continual improvement of quality standards and specific infrastructure and operational measures. These include the introduction of a new system for road works signs and information campaigns designed to raise safety awareness among road users.

0.90

0.81 0.83

0.70

0.640.60 0.60

0.48

0.42

0.32 0.320.330.28

0.35 0.350.30

0.2

0.3

0.4

0.5

0.6

0.7

0.8

0.9

1.0

20012000 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

(3) Including Società Autostrada Tirrenica, the number of accidents in 2015 is 15,233; the rates are unchanged.(4) The figures for 2015 are provisional. 2015 includes Società Autostrada Tirrenica.


Regarding routine and unscheduled maintenance activities, Autostrade per l’Italia pursued its commitment to guaranteeing ever better operating standards, via regular work on road surfaces, traffic signs, safety barriers and other infrastructure.In keeping with the standards set in recent years, during 2015 there were over 68 major projects entailing structural maintenance. Work was carried out on repairs to bridges and viaducts on all the motorways in Liguria, on Apennine sections of the A1 and A16 and along the central sections of the motorway that runs down the Adriatic coast. Work was also carried out on a number of tunnels on the A10, A26 and A16. Finally work was carried out on motorways in Liguria, the Apennines and on the A14.Other work on safety improvements related to the continuing upgrade of further roadside barriers on a total of approximately 297 km of motorway.Draining pavement has been laid throughout the network, with the exception of roads liable to ice over, tunnels and roads where high traction paving has been laid or sections where major works are due to take place or are in progress.

RESURFACED PAVEMENTS ON AUTOSTRADE PER L’ITALIA’S NETWORK2000 2014 2015

Square metres (000) 11,256 7,525 7,659

of which square metres with draining pavement (000) 2,319 4,847 4,932

Total cubic metres (000) 586 395 376

Total Autostrade per l'Italia's network surfaced with draining pavement 18.9% 84.4% 83.9%

As always, Autostrade per l’Italia ran numerous initiatives and campaigns in 2015 to promote safety:• the plan for managing peak-time traffic during the summer of 2015, via additional road traffic information, the

removal of all road works, and increasing traffic flow at toll stations;• “Traffic forecasts”, made available on a specific section of Autostrade per l’Italia’s website and at the Hi-Point

information desks at service areas;• the “Snow Plan”, put into practice each year in collaboration with the highway police and aimed at stressing Autostrade

per l’Italia’s commitment in terms of personnel and equipment used to manage emergency situations, in addition to providing a series of useful suggestions for motorists travelling on the motorway in snow. Amongst other things, the specific section of the website dedicated to winter operations was revamped in 2015, and provides a handbook containing advice on driving during the winter and details of the winter equipment road users are required to carry;

• the “Angolo della Prevenzione” initiative run in collaboration with the Italian Red Cross, and aimed at making lorry drivers aware of the importance of health prevention in guaranteeing road safety, involving the offer of free medical examinations at service areas, with the support of Red Cross medical staff.

Traffic management

The Total Delay (5) (“TD”) on the network managed by Autostrade per l’Italia in 2015 amounted to approximately 4.47 million hours, up 11.0% on 2014 due to an increase in traffic over the year.The Total Delay Work, a sub-index of Total Delay, which measures disruption caused by roadworks on motorways, recorded a reduction of 31% in 2015, compared with the previous year.

The principal steps taken to improve traffic flow in the presence of roadworks were:• a prior assessment of the impact on traffic of each roadwork in order to best plan the work to be carried out in terms

of period of the year and the layout of the site in order to reduce disruption to a minimum;• an increase in the number of road workers and equipment used to reduce the time required;• the suspension of work at busy times of day;• more information given to road users on the sections affected and the most critical times of day, with suggestions

on how to organise journeys and choose alternative routes.

(5) Total Delay: the sum of the difference between the average transit time for each section of the entire network in the period under review and the equivalent time at an average speed typical of the section in question, multiplied by the number of journeys.


In terms of information, the following took place in 2015:• for the broadcast of 28 live bulletins a day from Autostrade per l’Italia’s Traffic Operations centre, with additional

links in the event of serious disruption, thus supplementing the information provided by the traditional partner, RAI Isoradio;

• the number of Variable Message Panels providing traffic information was further increased; at the end of 2015 there were 1,681 panels on Autostrade per l’Italia’s network (6);

• a total of 288,490 calls were made to the traffic information centre, with a total of 99.9% answered;• as at 31 December 2015, live coverage on the MyWay slots on SkyTG24 was provided on 1,050 occasions, with

peaks of 12 slots a day during the summer season; there were over 10,000 reports on SkyMeteo24’s 501 channel, where MyWay is on air every day from 7.10 in the morning until 9.40 at night.

QUALITY OF TRAFFIC MANAGEMENT SERVICES ON AUTOSTRADE PER L’ITALIA’S NETWORK

2000 2014 2015

Number of variable message panels 384 1,342 1,681

% of traffic covered by service on entry n.a. 99 99

% of traffic on motorway covered by service n.a. 99 99

% of network on which ISORADIO and RTL can be received n.a. 75 75

% of calls answered by the traffic information centre n.a. 99 99

Toll collection and payment systems

In 2015, the number of transactions handled by automated tolling systems on the network operated by Autostrade per l’Italia rose 2.9% on the previous year, reaching 83.2% of total transactions (82.7% in 2014). This led to a reduction in manual transactions of 1.2%.The number of transactions handled by automated tolling systems on the Italian network operated by Autostrade per l’Italia and the Group’s other motorway operators is up 3.0%, accounting for 81.6% of total transactions (81.0% in 2014). Including the contribution from Società Autostrada Tirrenica, the percentage of transactions using automated systems is 81.8% of total transactions.Free-flow tolling using Telepass accounted for 59.9% of transactions (58.8% including the networks of the Group’s other operators), compared with 59.8% in 2014 (58.6% including the networks of the Group’s other operators).

Service areas and advertising

There are currently 228 service areas along the motorway network operated by Autostrada per l’Italia and the Group’s other Italian motorway operators (230 including Società Autostrada Tirrenica), 216 of which are on motorways operated by Autostrade per l’Italia.Aside from the limited cases where approval or environmental clearance is still awaited, the original plan for the period 2003-2012 has been substantially completed.

To date, 24 areas named in Autostrade per l’Italia’s Single Concession Arrangement of 2007 and in the related Addendum, signed and approved on 24 December 2013, remain to be completed. The above projects, which have a total value of approximately E72.6 million, consist of:• 13 projects already underway (3 where work is in progress; 1 where work is about to start; 9 where the executive

design is under approval by the Grantor);• 11 projects yet to get underway (2 where Technical Validation by the Grantor is awaited, 7 where the final design

has been validated and the art. 81 approval process is underway and 2 where the executive designs have been submitted for approval).

(6) The increase compared with 2014 is primarily due to the panels installed on the newly opened Variante di Valico.


In addition to increased capacity and the wider range of goods and services on offer, the plan has also resulted in improvements to the quality of service provided at service areas.On 7 August 2015, the Ministry of Infrastructure and Transport and the Ministry for Economic Development issued a decree approving the plan to restructure the motorway service area network. The plan envisages steps to rationalise the network, with the closure of a number of service areas (15 on the network operated by Autostrade per l’Italia), and revisitation of the manner in which services are provided to motorway users, in keeping with the Guidelines of 29 March 2013 and 29 January 2015. 10 service areas on Autostrade per l’Italia’s network have already been closed in application of the decree.

Recurring royalties received from sub-operators on the network managed by Autostrade per l’Italia in 2014 totalled E187.7 million in 2015, marking a reduction of 10.3% compared with 2014, essentially due to agreements with certain sub-operators and further discounts applied with effect from the second half of 2014.On a like-for-like basis, including the royalties received by the Group’s other motorway operators, recurring service area royalties amount to E191.2 million, down E22.0 million on 2014 (a decline of 10.3%) (7).

RECURRING ROYALTIES FROM SUB-OPERATORS ON THE NETWORK

In 2015, the subsidiary, AD Moving SpA, earned revenue of approximately E8.5 million (down 4.5% or E0.4 million on 2014) from the management and marketing of advertising space at service areas (temporary and permanent billboards, the “Infomoving” TV channel, the network of LED walls, displays, etc.) and road travel information along the motorways. This reflects a further decline in the Italian advertising market, with the advertising spend down 1% in the year to November 2015 (the latest date available from Nielsen).

Financial review for the principal subsidiaries

Società Autostrade Meridionali

Autostrade Meridionali’s single concession arrangement expired on 31 December 2012. ANAS published the call for tenders in the Official Gazette of 10 August 2012 in order to award the concession for maintenance and operation of the Naples-Pompei-Salerno motorway. The tender process envisages that the winning bidder must pay Autostrade Meridionali the value of the “takeover right”, which the call for tenders has set at up to E410 million. Autostrade Meridionali submitted its request for prequalification and has received the invitation to tender sent to prequalified bidders and submitted its bid for award of the concession. The process of awarding the concession for the A3 Naples-Salerno is still in progress.

In compliance with the concession arrangement, in December 2012 the Grantor asked Autostrade Meridionali to continue operating the motorway after 1 January 2013, in accordance with the terms and conditions of the existing arrangement, and to implement safety measures on the motorway. According to the terms of the concession arrangement, the transfer of the concession to the incoming operator will take place at the same time as payment for the “takeover right” is made to Autostrade Meridionali.

98.9

114.3

97.7

93.5

€ m

2014 2015Oil servicesNon-oil services

(7) Including the contribution from Società Autostrada Tirrenica, the reduction with respect to 2014 is E22.5 million (10.5%).


Total revenue for 2015 amounts to E85.0 million, up E5.9 million (7.45%) on 2014.

Revenue reflects the previously mentioned addition to the concession fee to be paid to the Grantor, amounting to E9.8 million in 2015 (E9.4 million in 2014), with a matching amount recognised in operating costs.

Net toll revenue of E78.7 million compares with E75.2 million in the previous year (up E3.5 million). The increase reflects the impact of traffic growth in 2015, with the total number of journeys rising 4.54% compared with the previous year The increase in traffic affected both heavy vehicles (up 2.2%) and light vehicles (up 4.8%), boosting revenue by an estimated E3.5 million. Other recurring revenue is up E2.3 million, essentially due to the recognition of receivables for refunds due from contractors building the third lane.

EBITDA of E28.5 million is up E0.8 million on 2014, primarily due to a combination of the increase in total revenue and a reduction in operating costs, partially offset by increased costs for maintenance services to be paid for by the company.Investment in motorway assets in 2015 amounts to E7.2 million (compared with E11.3 million in 2014).

Tangenziale di Napoli

Total revenue of E71.6 million is up E0.8 million (1.1%) on 2014.Revenue reflects the previously mentioned addition to the concession fee to be paid to the Grantor, amounting to E5.0 million (unchanged with respect to 2014), with a matching amount recognised in operating costs.The increase in total revenue, net of the toll surcharge, is primarily due to a E0.8 million rise in toll revenue due, given that tolls have not increased, to an increase in traffic compared with 2014 (up 0.7%).EBITDA is up E1.7 million on 2014, reflecting the increase in revenue, as well as a E0.5 million reduction in maintenance costs and in other operating costs, after concession fees, which are down E0.1 million. Other non-recurring costs are down E0.6 million, partly offset by an increase in staff costs of E0.3 million.Modernisation and upgrade of the motorway continued in 2015, with work amounting to E15.6 million carried out (up E6.1 million on 2014). This regarded the new Hospital Area toll station, earthquake proofing, safety barriers, the waste water treatment system, tunnel equipment and the upgrade of the Capodimonte toll station.

Società Italiana per Azioni per il Traforo del Monte Bianco

Total revenue of E57.6 million is up 4.2% on 2014 (E55.3 million). Toll revenue of E57.2 million is up E2.2 million due to toll increases and traffic growth (up 3.5%).The Intergovernmental Committee authorised a toll increase of 2.59% from 1 January 2015, including the increase designed to keep pace with the average inflation rate in Italy and France for the period from 1 September 2013 to 31 August 2014 (an increase of 0.19%) and the final tranche of the extraordinary toll increase (this year 2.40%) agreed on by the Italian and French ministers of infrastructure at their meeting in Lyons on 3 December 2012. The Italian operator’s use of the revenue generated by this second component has yet to be decided on by the relevant ministries. As a result, in common with previous years, the portion of the additional revenue generated by application of the extraordinary increase attributable to the Italian company has been temporarily accounted for in liabilities, and has not, therefore, been recognised in toll revenue.EBITDA of E37.6 million is up E2.4 million, following the significant rise in revenue and modest decline in maintenance costs and other operating costs.Capital expenditure amounts to E1.7 million, up on the figure for 2014 (up E0.5 million) as a result of continuing upgrade work, above all in order to conduct a general evolution of the Centralised Technical Operations.

Raccordo Autostradale Valle d’Aosta

Total revenue of E18.9 million is up 6.7% on 2014 (up E1.2 million) and consists primarily of toll revenue (E18.3 million in 2015, compared with E17.1 million in 2014).


The increase in toll revenue above all reflects a toll increase of 1.5% applied from 1 January 2015, whilst traffic growth amounted to 5.6% compared with 2014).EBITDA (E7.3 million) is up E2.4 million on the previous year, primarily due to an increase in toll revenue, a reduction in maintenance for winter operations and the reduced cost of urgent work compared with 2014.Capital expenditure amounts to E7.3 million in 2015, almost entirely relating to investment in motorway assets. This includes E5.5 million relating to the settlement reached with Impresa Torno, regarding cost overruns for work on the first section of the Sarre-Morgex motorway.In terms of matters relating to tolls and the concession, following further talks with the Grantor and based on the memorandum of understanding signed by the Grantor and RAV on 30 December 2014, the company was authorised to apply a toll increase below the level requested by the company. The memorandum fixed the date (30 June 2015) for approval of the Addendum to the Single Concession Arrangement, which, among other things, sets out the procedure for recovering the toll increase that was not authorised. In early May, the Company submitted a revised Addendum, in which the Financial Plan, whilst modifying the structure of the proposed works in order to obtain the envisaged return, confirmed it as 6.70%, based on what was established in the Single Concession Arrangement of 2009. The Addendum has not yet been approved and is being examined with a view to approval.

Società Autostrada Tirrenica

During 2015, Autostrade per l’Italia acquired almost all the ordinary shares of Società Autostrada Tirrenica, which, from 30 September 2015, is again consolidated in the Group’s accounts.Total revenue for 2015 amounts to E36.2 million (E36.5 million in 2014), broadly in line with the previous year. Annual toll revenue for 2015 amounts to E32.8 million (E31.4 million in 2014), an increase that reflects 3.0% growth in traffic compared with the previous year and the Grantor’s permission to apply a toll increase of 1.50%. Toll revenue during the period of consolidation amounts to E5.9 million.In implementation of decree 593 of 31 December 2014, the Ministry of Infrastructure and Transport, on the basis of the memorandum of understanding sign by SAT and the Ministry on 30 December 2014, provisionally gave the go-ahead for a toll increase of 1.50%, below the level requested by the company (5.20%). The above memorandum of understanding established that, the revised Financial Plan annexed to the Addendum to the existing Concession Arrangement, to be submitted by 30 June 2015, would set out the method of recouping the difference between the effective increase due and the authorised increase. The Addendum, submitted by the company in 2015, has not yet been approved and is being examined with a view to approval.EBITDA for 2015 amounts to E20.3 million, broadly in line with the figure for 2014 (E19.9 million). EBITDA for the period of consolidation amounts to E2.4 million.Capital expenditure in 2015 amounted to E75.1 million, including E73.3 million for Lot 6A Civitavecchia–Tarquinia under construction. This section of motorway is due to enter service in 2016 (8).

Telepass

As at 31 December 2015, 8.8 million Telepass devices are in circulation (up 327 thousand compared with 31 December 2014), whilst the number of subscribers of the Premium option stands at over 1.9 million (up 95 thousand compared with 31 December 2014).Telepass, the company responsible for operating tolling systems and the supplier, in Italy and overseas, of other transport-related payment systems, generated revenue of E151 million in 2015, up E5 million on the figure for 2014.Revenue primarily consists of Telepass fees of E97 million, Viacard subscription fees of E21 million and payments for Premium services of E17 million.The company’s EBITDA for 2015 is E89 million, compared with E88 million for 2014.

(8) Capital expenditure during the period of consolidation (October-December 2015) amounts to E12.2 million, including E10.9 in the construction of Lot 6A.


The Group’s overseas motorway operators generated total revenue of E546 million in 2015, up E5 million (1%) on 2014, after an overall negative impact of exchange rate movements. At constant exchange rates, revenue is up 9%.Revenue growth during the year was driven by toll increases applied by operators in accordance with the terms of their concession arrangements, and by increases in traffic (measured in terms of kilometres travelled) comparerd with 2014. Traffic growth was particularly evident in Chile (6.7%) and Poland (8.6%), whilst traffic declined in Brazil (9) (a decline of 2.1%) as a result of the continuing weakness of the country’s economy which, already from the second half of 2014, had led to a reduction in heavy vehicles.

EBITDA for the overseas companies, amounting to E407 million in 2015, is up 1% on 2014. At constant exchange rates, EBITDA is up 6%.

BREAKDOWN OF REPORTED EBITDA FOR OVERSEAS MOTORWAY OPERATORS (BY GEOGRAPHICAL AREA)

Chile

The Chilean operators’ revenue for 2015 amounts to a total of E214 million, up 25% on 2014 (E171 million). At constant exchange rates (10), revenue is up 20%. EBITDA of E155 million, marking an increase of approximately E27 million (21%) on 2014. At constant exchange rates, EBITDA is up 16%.

KEY PERFORMANCE INDICATORS

Em Revenue EBITDA Adjusted revenue (*) Adjusted EBITDA (*)

2015 2014 % inc./(dec.)

2015 2014 % inc./(dec.)

2015 2014 % inc./(dec.)

2015 2014 % inc./(dec.)

Grupo Costanera

Costanera Norte 95 76 25% 72 57 26% 133 109 22% 110 90 22%

Nororiente 5 3 67% 0 0 n.s. 18 15 20% 13 12 8%

Vespucio Sur 85 70 21% 68 59 15% 85 70 21% 68 59 15%

Litoral Central 3 2 50% -1 0 n.s. 14 12 17% 12 9 33%

AMB 1 1 n.s. 0 0 n.s. 1 1 n.s. 0 0 n.s.

Los Lagos 25 19 32% 16 12 33% 48 40 20% 39 33 18%

Total 214 171 25% 155 128 21% 299 247 21% 242 203 19%

(*) Information on the nature of the adjustments made and differences between reported and adjusted amounts is provided in the specific section “Group financial review”.

2.6 Overseas motorways

13% Poland49% Brazil38% Chile

(9) If the 50% interest in Rodovias do Tietê is included, the decline in traffic in Brazil is 2.2%.(10) The results of the Group’s Chilean companies for 2015 expressed in euros have benefitted from a strengthening of the Chilean peso, with

the exchange rate moving from 756.9 Chilean pesos per euro (the average rate for 2014) to an average of 726.4 Chilean pesos for 2015 (an increase in value of 4%).


Traffic on the motorways operated by the Group’s Chilean operators, measured in terms of kilometres travelled, rose by a total of 6.7% in 2015.

TRAFFIC

Traffic (millions of km travelled) Traffic (thousands of journeys)

2015 2014 % inc./(dec.) 2015 2014 % inc./(dec.)

Grupo Costanera

Costanera Norte 1.076 1.038 3,6% 255.788 248.021 3,1%

Nororiente 79 73 8,3% 6.639 6.122 8,5%

Vespucio Sur 898 849 5,7% 292.678 277.706 5,4%

Litoral Central 111 99 12,3% 4.493 3.990 12,6%

AMB 23 22 2,6% 9.857 9.611 2,6%

Los Lagos 673 597 12,6% 17.385 16.033 8,4%

Total 2,859 2,679 6.7% 586,841 561,483 4.5%

(*) Excludes new tollgates installed in 2015.

In addition to the above traffic growth, toll revenue recorded by Costanera Norte in 2015 benefitted from the reconfiguration of tollgates in the first quarter of 2014 and in January 2015, carried out as part of the Santiago Centro Oriente upgrade programme. The effect of the new configuration, which in a number of cases enables the company to bill certain types of traffic that previously did not pay, has resulted in a 7.5% increase in traffic.

From January 2015, the operators controlled by Grupo Costanera applied the following annual toll increases (11), calculated under the terms of the related concession arrangements:• 9.4% for Costanera Norte, Vespucio Sur and Nororiente, reflecting a combination of the increase linked to inflation in

2014 (up 5.7%) and a further increase of 3.5%;• 7.3% for AMB, reflecting a combination of the increase linked to inflation in 2014 (up 5.7%) and a further increase of

1.5%;• 5.7% for Litoral Central, linked to inflation in 2014.

From January 2015, the tolls applied by Los Lagos rose 9.0%, reflecting a combination of the increase linked to inflation in 2014 (up 5.7%) and a further increase in the form of a bonus relating to safety improvements in 2015 (up 4.0%), less the bonus for safety improvements awarded in 2014, equal to 0.85%.

Capital expenditure amounted to a total of E88 million in 2015, with around 52% of the works to be carried out as part of the Santiago Centro Oriente upgrade programme, amounting to total investment of approximately E250bn Chilean pesos (equal to around E338 million (12)) in the section operated by Costanera Norte, having been completed.

Brazil

The Brazilian operators generated total revenue of E266 million in 2015, down 14% on 2014 (E311 million). At constant exchange rates (13), revenue is up 1.3%. The Brazilian operators consolidated by the Group recorded a 2.1% decline in traffic, measured in terms of kilometres travelled, in 2015. Toll revenue reflects the annual toll increases applied by operators in the state of Sao Paulo from July and those applied from June by the operator, Rodovias MG050, in the state of Minas Gerais.(11) The toll increases applied to road users may also be influenced by the rounding off of tolls and, in the case of Nororiente, by the distribution of

the increase between the two barriers.(12) Amounts for previous years have been translated at the average peso/euro exchange rates for the relevant year (2013: 658.3; 2014: 756.9;

2015: 726.4), whilst amounts for 2016 and future years have been translated at the prevailing peso/euro exchange rate as at 31 December 2015 (772.7).

(13) The results of the Group’s Brazilian companies for 2015 expressed in euros reflect a decline in the value of the Brazilian real, with the exchange rate moving from 3.12 Brazilian reals per euro (the average rate for 2014) to an average of 3.70 Brazilian reals per euro in 2015 (a reduction in value of 19%).


KEY PERFORMANCE INDICATORS

Em Traffic (millions of km travelled) Revenue EBITDA

2015 2014 % inc./(dec.)

2015 2014 % inc./(dec.)

2015 2014 % inc./(dec.)

Triangulo do Sol 1,465 1,511 -3.1% 114 134 -15% 88 103 -15%

Rodovias das Colinas 2,042 2,080 -1.8% 125 145 -14% 91 116 -22%

Rodovia MG050 795 804 -1.1% 27 32 -16% 18 21 -14%

Total 4,302 4,395 -2.1% 266 311 -14% 197 240 -18%

Rodovias do Tietê 1,292 1,326 -2.6%

Total including Tietê 5,595 5,722 -2.2%

Triangulo do Sol and Colinas increased their tolls by 4.11% from 1 July 2015, based on the rate of general price inflation in the period between June 2014 and May 2015, whilst Rodovias do Tietê raised its tolls by 8.47%, based on the rate of consumer price inflation in the same period. The increase was applied in accordance with the respective concession arrangements.From 24 June 2015, the tolls applied by the operator, Rodovias MG050, in the state of Minas Gerais rose by 8.17%, based on the rate of consumer price inflation in the period between May 2014 and April 2015, as provided for in the related concession arrangement.Rodovias MG050’s toll revenue was negatively affected by the suspension of charges for the suspended axles of heavy vehicles introduced by federal law 13103/2015, which came into effect on 17 April 2015. The loss of revenue resulting from the entry into effect of above legislation will be subject to compensation in accordance with the concession arrangement.EBITDA of E197 million is down by approximately E43 million (18%) compared with 2014. At constant exchange rates, EBITDA is down 2.9%.A total of E67 million was invested in upgrading the network operated under concession in Brazil.With the opening to traffic of the last 5.5 km of the Rodoanel (Sao Paulo’s orbital motorway), the entire stretch of this road, covering 105 km, is now operational with a provisional layout (14). This road is operated under concession by SPMAR, on whose shares Atlantia Bertin Concessoes has a call option exercisable in accordance with the terms of agreements with the Bertin group, currently SPMAR’s controlling shareholder.

Poland

In Poland, the Stalexport Autostrady group recorded total revenue of E64million, marking an increase of 19% compared with 2014. EBITDA of E51million is up 28% on 2014.The operator, Stalexport Autostrada Malopolska, registered an 8.6% increase in traffic, in terms of kilometres travelled, in 2015, compared with 2014. The number of light vehicles is up 8.5%, whilst heavy vehicles are up 9.1%.Tolls were increased by 10.7% (15) from 1 March 2015, rising from 9.0 to 10.0 zlotys for light vehicles, from 15.0 to 16.5 zlotys for vehicles with up to 3 axles and from 24.5 to 26.5 zlotys for those with more than 3 axles.

Em Traffic (millions of km travelled) Revenue EBITDA

2015 2014 % inc./(dec.)

2015 2014 % inc./(dec.)

2015 2014 % inc./(dec.)

Stalexport Autostrady group 822 757 8.6% 64 54 19% 51 40 28%

Total 822 757 8.6% 64 54 19% 51 40 28%

(14) The regulator for the state of Sao Paulo (ARTESP) has also authorised collection of tolls from 2 July 2015, despite the fact that a number of construction works still have to be carried out to complete the section of motorway.

(15) The weighted average increase based on the distribution of traffic in the first quarter of 2015 (in terms of km travelled) over the three classes of vehicle.


Autostrade Tech

Autostrade Tech is a provider of Information Technology Systems, operating in Italy and overseas. It supplies systems used for tolling, traffic management and information, urban access controls, car parks and speed checks.Revenue of E65 million in 2015 is up E13 million compared with 2014. The improvement is primarily due to the positive impact of increases in the volume of Telepass devices supplied, the supply of tolling equipment to Sat Lavori and the contract with Pedelombarda Lombarda for design and other work on a free-flow tolling system for a section of the A8-A9 and on the first lot of the Como and Varese orbital motorways.EBITDA for 2015 amounts to E11 million, up E2 million on 2014.

Electronic Transaction Consultants

Electronic Transaction Consultants (ETC) is the leading US provider of systems integration, hardware and software maintenance, customer services and consultancy in the field of free-flow electronic tolling systems.In 2015, ETC generated revenue of E71 million. EBITDA of E10 million is a E7 million improvement on 2014.

Within the Group, innovation, research and development activities aim to offer innovative, technologically advanced solutions designed to contribute to ensuring accessibility, traffic flow, quality, maintenance and safety, partly to keep pace with changing technological and regulatory standards. The activities thus aim to:• boost motorway service quality, in terms of safety and traffic flow, by improving the network through its upgrade,

modernisation, maintenance and monitoring;• improve management of the network and the efficiency of transport through the development of dedicated

information systems;• minimise the impact of motorway operations right from the start of the design process, by managing the

infrastructure in a sustainable manner in accordance with European and national objectives.

Innovation, research and development activities, some of which are long-term in nature, are undertaken by the relevant departments, in cooperation with other Group companies, in collaboration with research centres and universities and, on occasion, in partnership with other companies. Once again in 2015 activities focused on many projects, some of which were co-financed at EU and national level.

The various projects in the motorway sector reaching the application stage in 2015 include:• the application of new information systems for use in monitoring traffic and accidents, with the aim of improving

traffic management and the planning of roadworks;• the free and geolocalised My Way application, providing real-time information on traffic, roads and motorways,

including those in urban areas, and enabling the computation of journey times and average speeds in sections of motorway served by the Tutor system, cameras and motorway services;

• the Pyng application for the payment of parking;• the launch of interoperable DSRC (Dedicated Short Range Communication) technology in Europe;• the start-up of a payment service for the ferries serving the Strait of Messina, using a Telepass device;• the installation and testing of newly designed wireless devices in the Porto San Giorgio tunnel on the A14 motorway

for emergency communications and new aspiration systems to draw off flammable and toxic liquids in accordance with Legislative Decree 264/2006;

• the use of new card readers in compliance with international security standards.

The main activities underway in 2015 include:• continuation of activities involved in the development of free-flow tolling systems;

2.7 Other activities

2.8 Innovation, research and development


• continuation of work on developing the platform to manage the satellite-based tolling system and to track vehicles on motorways and in urban areas;

• continuation of work on developing systems to identify the class of vehicle in order to apply the appropriate toll;• participation in the EU-financed REETS project, regarding implementation of a Regional European Electronic Toll

Service, set up by European Directive 2004/527EC and Decision 2009/750/EC;• participation in the EU-financed MOBINET project, aimed at creating an e-marketplace in the Intelligent Transport

Systems sector;• participation in the nationally funded EASYRIDER project regarding development of new interaction services

between fixed structures and vehicles, aimed at optimising traffic flows and road safety, especially relating to urban and extra-urban infomobility;

• participation in the European EASYWAY programme for the development and application of ITS services (information for road users, traffic management, freight transport and logistics) required to meet EU objectives regarding safety, and the environmental impact of transport and mobility;

• continuation of the nationally funded Landslides Early Warning (LEW) project, regarding development of a monitoring and early warning system to reduce hydrogeological risk in order to protect people, including the circulation of information;

• the application of structural monitoring systems for infrastructure, using optical fibre sensors;• a study of innovative initiatives to improve visibility and safety in mobile work sites;• the testing of innovative vehicles for use in winter operations;• application of new LED lighting systems for motorway tunnel entrances in order to improve safety conditions and

energy efficiency.

These activities also include those carried out in relation to the conduct of European or national research, development and innovation programmes and the establishment of transport-related regulations, such as safety, the implementation of intelligent transport and automated tolling systems, by participating in bodies and associations at regional, national and European level.Autostrade per l’Italia Group companies’ total expenditure on innovation, research and development in 2015 amounts to E7 million.

This sum represents the total amount spent by the Group on research and development, including operating costs and investment in staff and the related expenses.

As at 31 December 2015, the Autostrade per l’Italia Group employs 10,324 staff on permanent contracts and 361 temporary staff, making a total workforce of 10,685 (up 214 compared with the 10,471 of 2014, representing a 2.0% increase).

The change in permanent staff (up 263) primarily reflects events at the following Group companies:• Società Autostrada Tirrenica (up 73), following this company’s consolidation from 30 September 2015;• the Brazilian companies (up 159), due to the insourcing of routine maintenance and completion of the reorganisation

of the holding company and operators;• Electronic Transaction Consultants (up 56), reflecting an increase in contract work;• Giove Clear (up 61), reflecting the conversion of a number of temporary contracts into permanent ones;• Italian motorway operators (down 40), primarily due to a slowdown in recruitment;• the Chilean companies (down 48), due to staff cuts following the centralisation of certain activities.

The change in temporary staff at 31 December 2015 (down 49) primarily reflects events at the following Group companies:• Giove Clear (down 66), reflecting the conversion of a number of temporary contracts into permanent ones;• Italian motorway operators (up 28), primarily due to the different number of seasonal toll collectors required by

Autostrade per l’Italia in the comparative periods.

2.9 Workforce


The average workforce (including agency staff) is up from 9,890 in 2014 to 10,153 in 2015, marking an increase of 263 on average (up 2.7%). This increase primarily reflects:• Società Autostrada Tirrenica (up 17), following this company’s consolidation from the last quarter of 2015;• the Brazilian companies (up 290 on average), due to the insourcing of routine maintenance at the operators and the

reorganisation of the holding company and operators;• Electronic Transaction Consultants (up 24 on average), reflecting an increase in contract work;• the Stalexport Autostrady SA group (up 12 on average), primarily due to the recruitment of additional toll collectors

in response to traffic trends;• Giove Clear (up 10 on average), reflecting an expansion of operations to include new service areas;• Italian motorway operators (down 61 on average), primarily due to a slowdown in recruitment (at Autostrade per

l’Italia, Tangenziale di Napoli and Autostrade Meridionali) and the transfer of staff from Autostrade per l’Italia to Atlantia in 2014 following the merger with Gemina;

• the Chilean companies (down 22), due to staff cuts following the centralisation of certain activities.

Staff costs for 2015, after deducting capitalised expenses, total E566 million, up E27 million on the previous year.Before capitalised expenses, which are up E4 million compared with the previous year, staff costs total E591 million, an increase of 5.5% (E560 million in 2014).

On a like-for-like basis, staff costs before capitalised expenses amount to E586 million, up E26 million (4.7%) on the previous year. This reflects the following:• an increase in the average unit cost (up 2.3%), primarily due to the cost of contract renewals and management

incentive plans at the Group’s Italian motorway operators, partly offset by the Brazilian companies’ recruitment of personnel on different forms of contract with respect to the one applicable to motorway and tunnel workers;

• an increase of 240 in the average workforce excluding agency staff (up 2.4%).

PERMANENT STAFF 31/12/2015 31/12/2014 Increase/ (Decrease)

Absolute %

Senior managers 151 157 -6 -3.8%

Middle managers 638 647 -9 -1.4%

Administrative staff 4,022 3,873 149 3.8%

Manual workers 2,280 2,099 181 8.6%

Toll collectors 3,233 3,285 -52 -1.6%

Total 10,324 10,061 263 2.6%

TEMPORARY STAFF 31/12/2015 31/12/2014 Increase/ (Decrease)

Absolute %

Senior managers 1 1 0 0.0%

Middle managers - - - n.a.

Administrative staff 30 35 -5 -14.3%

Manual workers 143 215 -72 0

Toll collectors 187 159 28 17.6%

Total 361 410 -49 -12.0%

AVERAGE WORKFORCE 31/12/2015 31/12/2014 Increase/ (Decrease)

Absolute %

Senior managers 154 161 -7 -4.3%

Middle managers 632 644 -12 -1.9%

Administrative staff 3,912 3,833 79 2.1%

Manual workers 2,229 1,971 258 13.1%

Toll collectors 3,226 3,281 -55 -1.7%

Total 10,153 9,890 263 2.7%


Distribution of the Group’s workforce

DISTRIBUTION OF PERMANENT STAFF BY CATEGORY

DISTRIBUTION OF PERMANENT STAFF BY AGE RANGE

DISTRIBUTION OF PERMANENT STAFF BY EDUCATIONAL QUALIFICATION

DISTRIBUTION OF PERMANENT STAFF BY LENGTH OF SERVICE

Staff management and development

The process of identifying and selecting personnel is based on the search for the best talent. The tools and channels used to find candidates differ according to seniority and the technical and specialist expertise required.

The tools and channels used to find candidates are the “Atlantia per la Conoscenza” programme, managed by the parent, Atlantia, the Company’s own database and the online recruiting database. Junior staff are selected after an assessment, involving individual and group tests aimed at gauging attitude and ability.Head hunters and social network platforms are used to recruit senior staff, in order to find the best possible candidates from Italy and abroad. The selection process involves assessment of both motivational and managerial aspects, and of technical and professional aspects.

The Autostrade per l’Italia Group has always been committed to enhancing and developing the know-how available to the Group, through training programmes designed to promote professional development and the achievement of business targets. In 2015, training continued to focus primarily on improving the quality of the services provided, on developing know-how within the Group and on supporting change management processes with the aim of achieving a significant improvement in the perceived quality of customers’ journeys, developing the skills necessary in order to provide an excellent level of service.

1.5% Senior managers6.2% Middle managers38.9% Administrative staff31.3% Toll collectors22.1% Manual workers

10.3% > 30 years25.7% - 31 to 45 years37.6% - 46 to 55 years18.6% - 56 to 60 years7.8% > 60 years

17.4% University graduates47.6% High school graduates35.0% Other

13.8% < 1 year16.2% - 2 to 5 years17.5% - 6 to 10 years10.9% - 11 to 20 years26.6% - 21 to 30 years15.0% > 30 years


The training courses organised primarily related to the following areas:• improving customer communication;• support for change management processes;• the enhancement of know-how within the Group;• management training;• training in corporate responsibility and on the organisation, management and control model.

The Autostrade per l’Italia Group invests in its human capital as a means to boosting its competitiveness in order to achieve success. The Group assesses its organisational structure, results, and the expertise, experience and potential of its staff using the most appropriate assessment tools to orientate management and development initiatives in order to meet the Group’s needs. This process involves two integrated assessment tools:• Performance Management: an process forming an integrated part of the overall business strategy, with the aim of

boosting the Group’s performance;• Development Programmes: with the aim of getting the most out of personnel and ensuring their professional

development.

In 2015, the Group’s commitment to corporate welfare, paying attention to people and their well-being, continued. Key areas of intervention include:• Health Care - initiatives designed to promote the health and wellbeing of personnel and corporate wellness

programmes aimed at raising awareness and improving lifestyles;• Family Care - initiatives for the families and children of employees in order to improve the worklife balance;• People Care - engagement and time-saving initiatives to foster a sense of belonging to the Group.

Details of remuneration policies are provided in Atlantia’s Remuneration Report for 2016 (as approved by the Board of Directors on 4 March 2016) and in the information circulars for the various equity plans, prepared pursuant to art. 84-bis, paragraph 1 of the Regulations for Issuers and available for inspection on the parent’s website at http://www.atlantia.it/it/corporate-governance/remunerazione.html

Workplace health and safety

Training and refresher courses on health and safety in the workplace are organised by the Autostrade per l’Italia Group, taking into account the requirements of Legislative Decree 81/2008, the agreement between central government and regional authorities dated 21 December 2011 and additional regulations governing such matters. Training involves all newly hired personnel, apprentices or those on work experience schemes, as well as all staff who have changed role, resulting in exposure to a different set of workplace risks. The content and duration of the training programmes differs based on the shared needs of each group of trainees. Training is arranged for personnel who use new machinery and/or equipment or how have operational responsibilities requiring specific skills, such as those who work on the motorways. Further courses were organised to improve on basic training and to develop the skills of people exposed to certain risks or who deal with situations of particular importance.

Organisation

As in previous years, the organisational activities of the Autostrade per l’Italia Group in 2015 focused on improving service quality, via the constant monitoring of pre-defined quality indicators and the implementation of specific projects.

Autostrade per l’Italia’s new organisational structure was also implemented in the first half of 2015. This involved eliminating the role of General Manager and the creation of a Chief Operating Officer with responsibility for infrastructure development and new investment, and a Chief Operations and Maintenance Officer, with overall responsibility for existing motorway operations.


In February 2015, Autostrade per l’Italia implemented an innovation project regarding operating methods for plant maintenance work (the M2i project).

The following key projects and actions were implemented by the Autostrade per l’Italia Group’s Italian companies:• initiatives designed to strengthen the Contact Centre, with the aim of increasing the level of quality perceived by

Telepass customers;• improvements to the process of collecting unpaid tolls;• a review of organisational structures and processes.

Industrial relations

The Group reached a number of agreements with the labour unions in 2015, some regarding the requirements of the existing national collective labour contract regarding second-level collective bargaining.The most important regard the staffing of existing and future toll stations, plans for further automation of toll collection, the management of operational staff turnover, welfare, training and productivity and performance bonuses.Other agreements reached during the year regarded improvements to customer service and training funded by Fondimpresa, with particular attention to operational personnel, such as contact centre staff, Centralised Network Monitoring personnel and toll collectors.

This section also represents the corporate governance report provided for by art. 123-bis of legislative Decree 58 of 24 February 1998 (the “Consolidated Finance Act” or “CFA”), in terms of the disclosures required by paragraph 2, letter b) (16).The Corporate Governance system adopted by Autostrade per l’Italia SpA (the “Company” or “Autostrade per l’Italia”) is based on a collection of rules that are in line with regulatory guidelines and best market practices, in line with the applicable Statutory and regulatory requirements.The Company has adopted a traditional type system of management and control, in which assigns executive responsibility to the Board of Directors and responsibility for supervision to the Board of Statutory Auditors. The overall governance and organisational structures are in keeping with the aim of maximising operational efficiency.The Company’s corporate bodies are the General Meeting of shareholders, the Board of Directors and the Board of Statutory Auditors. The powers and roles of the various corporate bodies are governed by law, the Articles of Association and the resolutions passed by the competent bodies, as the case may be.The General Meeting of shareholders is the body whose resolutions represent the corporate interest.The General Meeting, in ordinary or extraordinary session, deliberates on matters falling within its purview in accordance with the law and the Articles of Association. In particular, the Ordinary General Meeting must be called, at least once a year, within one-hundred and twenty days after the end of the financial year, or, in certain instances, within one-hundred and eighty days.The Board of Directors has been given the fullest powers for the ordinary and extraordinary management of the Company. It has the authority to take all the initiatives it deems necessary in order to implement and achieve the Company’s objects, excluding the powers reserved by law and the Articles of Association for the General Meeting.The Board of Statutory Auditors is the Company’s supervisory body and has three serving members and two alternates. The Board of Statutory Auditors oversees compliance with the law and the Articles of Association, compliance with the principles of good governance and, in particular, the adequacy of the organisational, administrative and accounting structure adopted by the Company, and its functionality.Responsibility for auditing the accounts is assigned to the Independent Auditors elected by General Meeting of shareholders.

2.10 Corporate governance

(16) Given that the Company has not issued shares admitted to trading on a regulated market or in a multilateral trading system, the Company has chosen to apply the option granted by paragraph 5 of art. 123-bis of gthe Consolidated Finance Act and to omit publication of the disclosures referred to in paragraphs 1 and 2, with the exception of those required by paragraph 2, letter b) of the same article 123-bis.


Based on the provisions of art. 32 of the Articles of Association, the Chairman and Chief Executive Officer represent the Company.In implementation of the provisions of Legislative Decree 231 of 8 June 2001, as amended, (“Legislative Decree 231/2001”), the Company has adopted an Organisational Model in compliance with Legislative Decree 231/2001 ( the “Organisational, Management and Control Model”), which includes the code of ethics applied by the Group of companies headed by Atlantia, which forms an integral part of the Organisational, Management and Control Model (the “Code of Ethics”). The Company has also set up a Supervisory Board.The provisions of the Articles of Association form an integral part of the rules included in Autostrade per l’Italia’s governance system.The Corporate Governance system was implemented with the adoption of principles and procedures governing the activities of the various organisational and operational bodies. These principles and procedures are subject to constant supervision and revision in order to effectively respond to changes in the regulatory framework and in the operating environment.Autostrade per l’Italia’s issued capital is wholly owned by Atlantia SpA, a company listed on the screen-based trading system (Mercato Telematico Azionario) operated by Borsa Italiana SpA. The Company is managed and coordinated by Atlantia in accordance with articles 2497 et seq. of the Italian Civil Code. Autostrade per l’Italia manages and coordinates the operators and industrial companies it controls.

1.2 Internal control and risk management system

1.2.1 Introduction

The internal control and risk management system consists of all of the instruments, rules, procedures and corporate organisational structures designed to enable – via the adequate identification, measurement, management and monitoring of the main risks – sound and correct management of the Company in a manner consistent with the Company’s objectives set out by the Board of Directors.

The risk management and internal control system established by the Board of Directors shall be based on the following general principles:a) operational powers: operational powers are assigned taking account of the size and risks associated with the

various categories of transaction;b) organisational structures: the organisational structures are arranged in such a way as to avoid functional overlaps

and the concentration of responsibility for highly critical or risky activities in one individual;c) regular reports: each process is subject to a set of standards and a related regular report designed to measure its

efficiency and effectiveness;d) regular analyses: the professional knowledge and skills available within the organisation are periodically analysed

in terms of their match with the objectives assigned;e) operating processes: operating processes are defined in such a way as to ensure that there are adequate

documentary records enabling their continuous assessment in terms of fairness, consistency and responsibility;f) security systems: security systems guarantee an adequate level of protection for the corporate organisation’s

assets and data, to allow access to data as required in order to carry out the activities assigned;g) risk monitoring: the risks connected to achievement of objectives are identified and periodically monitored and

updated. Negative events that may pose a threat to the organisation’s business continuity shall be appropriately assessed and the related protections adapted;

h) ongoing supervision: the risk management and internal control system must be subject to continuous supervision to enable periodic assessment and ongoing adaptation.

An effective internal control and risk management system contributes to:a) monitoring the efficiency, measurability and verifiability of the Company’s operations and, in general, verifying and

monitoring the correctness and reliability of corporate governance and management of the Company’s and the Group’s businesses;

b) ensuring and checking the quality and reliability of accounting, management and financial information, in general, including controls of the related registration processes and information flows;


c) ensuring and monitoring compliance with the requirements of the Code of Ethics and, in general, the applicable legislation and regulations;

d) ensuring implementation of and compliance with the Organisational, Management and Control Model pursuant to Legislative Decree 231/2011 and regulatory requirements;

e) protecting the value of the Company’s assets, including the prevention of fraudulent activity that may damage the Company and the financial markets.

To verify the functionality and appropriateness of the internal control and risk management system, the Company’s Board of Directors annually approves the audit plan, prepared by the Head of the Internal Audit department for the group of companies headed by Atlantia (the “Atlantia Group”).The Internal Control and Audit Committee, a role carried out by the Company’s Board of Statutory Auditors, assesses the findings of the independent auditors as may be contained in a letter of recommendations and the report on material deficiencies detected during the course of the independent audit.Following a series of corporate and organisational changes affecting the Atlantia Group, in 2014 it was decided to close the Company’s Audit department and, from 1 January 2015, the parent, Atlantia, has set up an Internal Audit department for the Group, reporting to the Chairman of Atlantia. This department has been assigned the role of conducting audit activities for the Atlantia Group as a whole (17).In order to monitor and improve the effectiveness and efficiency of its internal control and risk management system, Autostrade per l’Italia makes use of the Group Internal Audit department of the parent, Atlantia.On 12 February 2016, Autostrade per l’Italia’s Board of Directors approved the audit plan for 2016.

1.2.2 Main characteristics of existing risk management and internal control systems in respect of the financial reporting process

1.2.2.1 IntroductionThe risk management system should not be considered separately from the internal control system in relation to financial reporting. In fact, both are part and parcel of the same system.In the context of the internal control system, with reference to the process of financial reporting, the Autostrade per l’Italia Group has implemented and continually revises an internal control system for financial reporting, based on a series of administrative and accounting procedures such as to guarantee their truthfulness (18), accuracy (19), reliability (20) and punctuality (21) in accordance with the regulations governing their preparation.From 2007, Autostrade per l’Italia benefits from the activities carried out, at the level of the Atlantia Group, by the parent, Atlantia, within the context of the laws and regulations applicable to it.The planning, implementation and maintenance of this system, and its regular assessment, are informed by international best practices and compliant with the “CoSo Report III”, which is the internationally recognised framework of reference for the implementation, analysis and assessment of the internal control and risk management system. In particular, the CoSo Report III (published by the Committee of Sponsoring Organizations of the Treadway Commission) provides for five components (control environment, risk assessment, control activities, information and communication, monitoring activities) that operate at the level of organisational entity and/or operating/administrative process, based on their characteristics.

(17) As indicated in Atlantia’s report on corporate governance and the ownership structure for 2014, prepared in accordance with art. 123-bis of the Consolidated Finance Act and published on the parent’s website at www.Atlantia.it, in the corporate governance section, on 11 December 2014, Atlantia’s Board of Directors established the Internal Audit department, effective 1 January 2015, structured as follows: (i) Motorways Segment Audit; (ii) Airports Segment Audit; (iii) Holding and Industrial Companies Audit; (iv) Foreign Audit; (v) Monitoring of Internal Control System and Compliance. The Internal Audit department is responsible, inter alia, for: “revising, where required, in accordance with the instructions of the Supervisory Board, the Organisational, Management and Control Model and providing assistance to the supervisory bodies of Italian and international subsidiaries”.

(18) Truthfulness (of disclosures): disclosures must be correct and and comply with generally accepted accounting principles and with ther applicable statutory and regulatory requirements.

(19) Accuracy (of disclosures): disclosures must be neutral and precise. Disclosures are considered neutral if free from preconceived distortions designed to influence the decision-making process of users for the purposes of achieving a pre-determined result.

(20) Reliability (of disclosures): disclosures must be clear and complete so as to enable investors to take informed decisions. Disclosures are deemed to be clear if they aid in understanding complex aspects of the business, without going into excssive and superfluous detail.

(21) Punctuality (of disclosures): disclosures must comply with the deadlines for publication.


In common with the Atlantia Group, the Autostrade per l’Italia Group’s internal control system for financial reporting provides for regulations, procedures and guidelines by virtue of which Autostrade per l’Italia ensures the exchange of data and information with its subsidiaries, thereby ensuring their coordination. In particular, this activity is carried out through the distribution, by the parent, Atlantia, of regulations for the application of the reference accounting standards, such as the “Guidelines for preparation of the IFRS reporting package used in drawing up the Group’s consolidated financial statements”, and procedures regulating the preparation of the separate and consolidated financial statements and of the interim accounts and reports. The operational processes put in place by subsidiaries on the basis of Atlantia’s guidelines are applicable to the above.The setting up of audits is performed after a process conducted by the parent, Atlantia, according to a top-down approach, aimed at identifying the organisational entities, processes and specific activities capable of generating the risk of unintentional errors or fraud that could have a material impact on financial reports.

1.2.2.2 Description of the main characteristics of existing risk management and internal control systems in respect of the financial reporting process

(A) Phases of the existing risk management and internal control systems in respect of financial reporting

The process of monitoring the internal control system for financial reporting is reiterated on a six-monthly basis in compliance with the provisions contained in art. 154 bis, paragraph 5 of the CFA. Autostrade per l’Italia uses the same process as the parent, Atlantia, which is broken down into the following phases:(i) Identification of financial reporting risks: risk identification activities are performed with reference to Autostrade

per l’Italia’s separate financial statements and the Group’s consolidated financial statements, and is based on the assessment of qualitative and quantitative aspects concerning, firstly, the selection of significant companies to be included in the analysis, and then the classes of transaction and significant accounts.This selection activity requires:a) the definition of quantitative criteria with respect to the contribution in terms of operating performance

and financial condition of the individual companies to the latest accounts and the selection rules, including minimum materiality thresholds;

b) the consideration of qualitative elements that might contribute to the inclusion of other entities or classes of transactions on the basis of the specific risks determined by the accounting implications of the transactions carried out by the above entities, or by the presence in the accounts of the latter of substantial amounts in terms of contribution to the consolidated financial statements in relation to items not considered in the above criteria.

Every material item of data/information is traced back to the accounting and administrative processes that originated them and the typical financial report “assertions” are identified (existence and occurrence of events, completeness, measurement and recognition, rights and obligations, presentation and reporting) and the risks that one or more financial statement assertions do not provide a true and fair view, with consequent impact on the financial report.(ii) Assessment of financial reporting risks: the risks are assessed in terms of potential impact on the basis of

quantitative and qualitative indicators and assuming the absence of controls (at an inherent level). Risks are assessed at entity level and at process level. The former includes risks of fraud, incorrect working of IT systems and other unintentional errors. At process level, financial reporting risks (underestimation, overestimation, inaccuracy etc.) are analysed at the level of the activities that make up the processes.

(iii) Identification of controls for the risks detected: the risks detected are addressed through controls capable of mitigating them, both at entity level and at process level. Key controls are determined, according to risk-based and top-down controls; such controls are deemed necessary to ensure with reasonable certainty the prevention and timely identification of material errors in financial reporting.

(iv) Assessment of controls in relation to identified risks: the process of analysing and assessing the internal control system for financial reporting continues with the assessment of the identified controls in terms of adequacy (effectiveness of control design) and in terms of effective application.

Effective application is tested through specific activities performed first of all by the management line responsible for implementing such controls and, to ensure the effective assessment and consistent design of the control system, by the Financial and Accounting Compliance unit available to the Manager Responsible for Financial Reporting.The monitoring of the effective application of administrative and accounting procedures is conducted with regard to the effective implementation of key controls.


The assessment procedure is chosen on the basis of the underlying risk: this choice takes into account the strengths and weaknesses of the control environment that may condition the outcome of the assessments made, the complexity of the control, the type of control (manual or automatic), the level of judgment required during the process and the dependence of the control on the functionality of other controls.The monitoring activities involve sampling techniques in line with international best practices.With reference to the automatic controls implemented, the assessment of adequacy and effective application is extended to the design and operation of general IT controls supporting the relevant applications.At the end of the monitoring activity, any deficiencies or problems are tested for significance.The Manager Responsible for Financial Reporting will, at least every six months, bring to the attention of the Control, Risk and Corporate Governance Committee the results of the activities performed and the assessment process described above by checking, together with it, the adequacy of the administrative and accounting procedures, and their effective application, in view of the issue of the attestations provided for by article 154-bis of the CFA.

(B) Roles and Functions involved

The internal control and risk management system requires a clear identification of the roles involved in its planning, implementation, monitoring and upgrading over time.The above components of the internal control and risk management system are coordinated and interdependent and the system, as a whole, involves – in different roles and on a collaborative and coordinated basis – management bodies, supervisory and oversight bodies, the Company’s management and the Atlantia Group.

1.2.2.3 The Manager Responsible for Financial ReportingThe Manager Responsible for Financial Reporting is responsible for monitoring the internal control system on financial reporting. In particular, this Manager:(i) is responsible for ensuring the preparation of the administrative and accounting procedures necessary to prepare

the annual financial statements, the six-monthly condensed financial statements and the consolidated financial statements, as well as any other periodic financial reports;

(ii) complies with article 154-bis by issuing the attestations required by the applicable laws and regulations.

In performing these duties, the Manager Responsible for Financial Reporting relies on the Financial and Accounting Compliance unit, which performs the following functions:(i) operational management of the System in its planning, implementation, monitoring and revision phases;(ii) review of the design and effectiveness of controls;(iii) fostering of the necessary synergies with Atlantia’s Group Internal Audit department and the coordination of

primary external experts in relation to their support to the performance of the unit’s duties and responsibilities;(iv) ensure at Atlantia Group level, thanks to Atlantia’s and its subsidiaries’ departments, the revision, implementation

and monitoring and effective application of the procedures falling within the purview of the Manager Responsible for Financial Reporting.

Lastly, the Manager responsible for financial reporting works in cooperation with the company units responsible for auditing the internal control system, to obtain all the information necessary to take effective action and to ensure the effectiveness and efficiency of the attestation process.On 19 February 2015, the Board of Directors called an Extraordinary General Meeting of shareholders to deliberate on amendments to the Articles of Association necessary in order to introduce the role of manager responsible for financial reporting. In accordance with art. 34 of the Articles of Association, in compliance with the provisions of art. 154-bis of the CFA, the Board of Directors, subject to obtaining the required opinion of the Board of Statutory Auditors, appoints and dismisses the Manager Responsible for Financial Reporting. The Manager Responsible for Financial Reporting is selected from candidates with at least three years’ experience in positions with appropriate responsibility for administration and finance, or administration and control in listed joint-stock companies, and who possess the integrity required by the regulations in force. The Directors fix the related remuneration and the term of office, which is renewable, and grant the manager all the authority and instruments necessary in order to carry out the duties assigned to them by law.At the same meeting, the Board of Directors appointed Giancarlo Guenzi as the Manager Responsible for Financial Reporting, subject to adoption of the necessary amendments to the Articles of Association (adopted by resolution of


the Extraordinary General Meeting of 4 March 2015) and the admission to listing of the bonds denominated “Autostrade TF 2015-2023” on the screen-based bond market managed by Borsa Italiana SpA and with effect from the same date (11 May 2015 with the admission to listing of the bonds by Borsa Italia SpA).In 2015, the internal control and risk management system, previously introduced to meet the statutory requirements to which the parent, Atlantia, is subject, was revised from an administrative and accounting viewpoint, for the purposes of attestations by the Chief Executive Officer and the Manager Responsible for Financial Reporting of the separate and consolidated annual financial reports and the consolidated half-year report, concerning, among other aspects, the adequacy and effective application of the administrative and accounting procedures.

1.2.2.4 Director of Internal AuditThe Group’s Director of Internal Audit is responsible for verifying that the risk management and internal control system is properly functioning and is fit for purpose.

With particular reference to Autostrade per l’Italia, the Group’s Director of Internal Audit:a) audits, on an ongoing and ad hoc basis and in compliance with international standards, the good working order and

adequacy of the risk management and internal control system through the application of an audit plan, based on a structured analysis and ranking of material risks;

b) has direct access to all information required for the performance of his duties;c) prepares periodic reports containing an assessment of the internal control and risk management system;d) promptly present reports on events of particular relevance;e) distributes the reports pursuant to c) and d) above to the Chairmen of the Board of Statutory Auditors and the Board

of Directors;f) on request, supports the Group’s Ethics Officer in handling reports received in anonymous and confidential form;g) ascertains, as part of the audit plan, the reliability of information systems, including accounting systems.

1.2.2.5 Independent AuditorsDeloitte & Touche SpA are the Independent Auditors engaged to perform the statutory audit of the separate and consolidated financial statements, the periodical assessment of the propriety of bookkeeping and a limited scope audit of the consolidated interim reports of Autostrade per l’Italia for the financial years 2012-2020. The firm was engaged by the General Meeting of shareholders held on 24 April 2012.The Board of Statutory Auditors and the Independent Auditors periodically exchange information and data on their respective audits.Atlantia’s “Procedure for the engagement of statutory audit firms” and the monitoring of other engagements with a view to determining corporate responsibility and internal operating methods for the engagement of statutory external auditors in accordance with law and regulation as in force from time to time and the management of the relationship with the statutory audit firm and its associates. The procedure applies to all Atlantia Group companies consolidated in accordance with Legislative Decree 127 of 9 April 1991, and subject to statutory audit. The procedure thus relates to senior management and the managements of Atlantia Group companies who, in the performance of their duties, have direct or indirect contact with independent auditors during their internal audit procedures.

1.2.2.6 Supervisory BoardAutostrade per l’Italia has set up a Supervisory Board. The Board was appointed by the Board of Directors on 10 July 2015, for the period from 1 July 2015 to 30 June 2018.During 2015, the Supervisory Board met on 11 occasions reported regularly to the Company’s Board of Directors and Board of Statutory Auditors on the activities carried out, with regard to both revision of the Organisational, Management and Control Model and monitoring. It confirmed that the Organisational, Management and Control Model adopted by the Company meets all the necessary statutory requirements to prevent the commission of the offences referred to in Legislative Decree 231/2001.

1.2.2.7 Organisational, Management and Control Model (Legislative Decree 231/2001)Autostrade per l’Italia has adopted an Organisational, Management and Control Model to prevent commission of the offences referred to in Legislative Decree 231/2001. During 2015, the Company continued its analysis and adjustment of its organisational, management and control tools to meet the requirements of Legislative Decree 231/01. This was done to ensure that its Organisational, Management and Control Model keeps pace with regulatory developments and


organisational changes during the year.In particular, during 2015, the competent departments (Corporate Governance and Compliance, Legal Affairs and Central Human Resources) revised the map of areas at risk, taking into account the organisational and corporate changes that had taken place since the Model was previously revised, and the new offences introduced in the first half of 2015 (self-money laundering and environmental crimes, introduced by Law 68 of 22 May 2015, and false accounting, introduced by Law 69 of 27 May 2015).

This section of Autostrade per l’Italia’s consolidated financial statements includes key information on the Company’s sustainability activities and a summary of its social and environmental performance.Autostrade per l’Italia’s sustainability strategy focuses on the safety of network infrastructures, continual improvement of customer service quality standards, operating excellence through development of innovative technologies, workplace health and safety, respect for the environment and energy efficiency, dialogue with communities and promotion of local development initiatives, as well as enhancement of people, who are at the centre of all Group activities.In pursuing this aim, Autostrade per l’Italia and its subsidiaries abide by the principles of transparency, rigour and ethics, respecting people’s right to freedom and equality and combating all forms of discrimination and corruption.

Service quality

Service quality is at the centre of the Group’s activities in Italy and overseas. The Group carries out constant monitoring of motorway infrastructure safety standards and improvement of the services provided to road users. This is done through the upgrade, modernisation and maintenance of the motorway network; initiatives at construction sites designed to limit disturbances to traffic; and information and prevention campaigns aimed at promoting safer driving behaviours and improving the quality of journeys.In 2015, the number of accidents on the network operated by Autostrade per l’Italia and its Italian subsidiaries (excluding SAT to provide a like-for-like basis for comparison with 2014), totalled 15,170 (up 2.1% compared with 2014), registering an accident rate of 31.55, broadly in line with the figure for 2014 (31.84). However, the fatal accident rate is up from 0.30 to 0.32.There continues to be a high level of safety on the Italian motorway network, thanks to the initiatives taken by the Group over the years, such as deployment of the “Tutor” system for measuring average speeds, continual improvements in maintenance standards information campaigns designed to raise safety awareness among road users.Improvements in management of the network have enabled the Group to minimise traffic queues and tailbacks, measured by the Total Delay indicator (22). The overall Total Delay for the network managed by Autostrade per l’Italia in 2015 is approximately 4.38 million hours, up 11% on the figure for 2014 due to increased traffic. The indicator remains, however, less than half the level recorded in 2006 (9.8 million hours).In addition, Autostrade per l’Italia deploys a series of instruments, systems and devices to provide traffic information and a widespread network of Information Centres, operating 24 hours a day, 7 days a week, throughout Italy. All incidents with an impact on road conditions are registered by the information system and reported in real time, either directly or using specific software, through the various communication channels (Variable Message Panels, radio channels, the internet, satellite navigation systems, etc.) under the supervision of the Multimedia Centre in Rome, which operates round the clock.During snow events, Autostrade per l’Italia implements a series of operational procedures to manage road traffic.Customer satisfaction with the motorway service is measured through Customer Satisfaction surveys, conducted periodically by specialised firms and/or via telephone interviews.In 2015, Autostrade per l’Italia’s Customer Satisfaction Index (CSI), based on a sample of 3,602 customers interviewed

2.11 Sustainability

(22) Total Delay measures the difference between the average transit time for a section of the network in the period under review and the average time under normal traffic flow conditions at a specific average speed typical of the section in question. This difference is then multiplied by the number of vehicles in transit, thereby obtaining the total delay for all customers using the section in question.


via phone on two occasions during the year, and measured on a scale from 0 to 10, stood at 7.20, marking an increase with respect to 2014 (7.13). The components analysed are: safety, traffic, service areas, toll stations and the payment systems offered.

CUSTOMER SATISFACTION 2012 2013 2014 2015

SAFETY 68.2 70.9 67.8 74.6

% of customers satisfied (score > or equal to 7-scale 1:10) Overall score (average score on a scale 1:10) 7.15 7.15 7.10 7.33

TRAFFIC INFORMATION 75.1 74.7 74.8 76.4


TOLLGATES 73.2 83.3 79.60 81.9


PAYMENT SYSTEMS 80.1 88.8 88.7 87.9


ROAD CONDITIONS 57.5 57.6 63.0 57.6


SERVICE AREAS 67.6 69.8 69.3 73.4


Total CSI 6.96 7.08 7.13 7.20

The environment

Environmental sustainability is particularly important in the construction and management of motorway infrastructure – especially in the areas the network passes through – and is the basis of a long-term strategy to protect and enhance Italy’s landscape, architectural and natural heritage.Indeed, the complexity of the motorway network managed by the Group requires adoption of an organic approach to environmental management geared towards prevention and control. Consequently, the Group promotes environmental protection using appropriate procedural, managerial and organisational tools, ranging from training and awareness raising to the study of innovative technological solutions aimed at providing excellent performances, if possible going beyond legally required standards.

Use of resources

In managing its activities (especially the maintenance and modernisation of infrastructure) Autostrada per l’Italia makes necessary use of materials whose impact on the environment has to be constantly monitored and limited. The materials normally used are: quarry materials, bitumen, iron and steel and cement. Optimising use of the materials employed is a constant concern in managing the Group’s activities.Another essential material used to ensure that motorways are safe and kept open during the winter months are the chlorides used to prevent ice forming on roads. In 2015, the Group’s motorway operators used a total of 72,402 tonnes of de-icing salt during the winter in Italy (97%), with the remaining 3% used in Poland and Chile, marking a slight increase of around 2% on the previous year.Water consumption registered a 4.9% increase compared with 2014, with total consumption of around 2.1 million cubic metres. A factor to be taken into account is the higher consumption of the Chilean companies operating in the Santiago area, which experiences a long dry season that requires more water, especially for the irrigation of green spaces and replenishment of the network of firefighting reservoirs.


Energy and climate

The efficient use of energy and renewable sources has become a key issue in international sustainability policy-making.Autostrade per l’Italia’s commitment in this field is expressed via projects aimed at the adoption of renewable energy sources, and the study and implementation of eco-efficient solutions in terms of consumption.This approach is accompanied by monitoring, management and emissions reduction activities, and more generally by a strategy to combat climate change.Energy consumption depends on the organisation’s needs and the amount of energy used in providing the motorway service: the lighting of tunnels, toll stations, junctions and service areas, power for plant and equipment, fuel for service vehicles. In 2015, the Group consumed a total of 379 GWheq, including electricity, methane, LPG, diesel, petrol and ethanol.Regarding greenhouse gas emissions, in 2015 the Group’s CO2 equivalent emissions (CO2eq (23)), totalled 109 thousand tonnes, up 5% on 2014.

In terms of renewable energy, by the end of 2015, Autostrade per l’Italia’s photovoltaic plant installation plan had achieved the following results:• installed photovoltaic capacity: over 10.8 MW;• 160 plants installed and in production;• estimated energy production: approximately 11,400 MWh a year, including 40% consumed on site by the Company;• estimated CO2 saved once fully operational: approximately 3,700 tonnes a year.

As part of its energy saving programme, the initiatives carried out on external lighting systems during the period 2008-2015 resulted in energy savings of 22,464 MWh a year, due especially to three types of initiative: the replacement of high pressure sodium lamps used in tunnels and at toll stations with LED lamps; the upgrade of lighting at service areas through the replacement of lamps installed on lighting towers; a reduction in the brightness of lighting systems at service areas to bring it into line with current legal requirements, using voltage regulators.Regarding air conditioning, during 2015 programmes regarding the installation of solar thermal plants, the conversion of thermal power stations from diesel to methane, the installation of high-efficiency boilers and the office climate project continued. These initiatives resulted in total annual energy savings of 1,534 MWh in terms of electricity, and of 160 thousand litres of diesel, thus saving 926 tonnes of CO2.In 2014, Autostrade per l’Italia launched a series of methane gas tri-generation initiatives, with the aim of building two plants for the head office buildings in Rome and Florence (Data Processing Centre).This plan is aimed at maximising energy saving by installing systems capable of producing electricity, thermal energy and cool air at the same time. The systems will be used for air conditioning during the summer and at the Data Processing Centre.In 2015, Autostrade per l’Italia completed the construction of its Rome plant and began functional testing. Work on installation of the plant due to serve the Florence Data Processing Centre is nearing completion.Investment in improving levels of service and safety standards have, over the years, resulted in significantly reducing the Total Delay indicator (down 54% between 2006 and 2015), which measures traffic congestion. The projects have included improved planning of road works and quicker removal of accident-damaged vehicles, better response to weather events, the adoption of accident-prevention measures, boosting the capacity of the infrastructure to handle changes in traffic volumes, and improvements to traffic information. This has also helped to bring about a reduction in emissions of CO2 and of other air pollutants caused by motorway traffic on Autostrade per l’Italia’s Italian network.The increase in the Total Delay indicator in 2015, deriving as previously mentioned from increases in the numbers of daytime roadworks and traffic, in turn led to an increase in CO2 emissions linked to traffic congestion, rising from the 17,080 tonnes registered in 2014 to 18,981 tonnes in 2015.

Waste

The total amount of waste produced in 2015 amounted to around 30,000 tonnes, of which around 41% was recovered or recycled. Approximately 78% of the total amount was produced by the Parent Company, Autostrade per l’Italia SpA.

(23) In terms of global warming, the amount of emissions of all greenhouse gases is measured in terms of CO2 equivalent (CO2eq), based on defined conversion tables.


KEY ENVIRONMENTAL INDICATORS 2014 2015 2014/2015 (%)

Water consumption (m3) 2,035,470 2,136,139 4.9%

Energy consumption by type (MWh eq) 356,705 379,059 6.3%

Diesel 115,947 126,300 8.9%

Natural gas 11,191 14,147 26.4%

Petrol 18,791 17,271 -8.1%

Electricity 208,502 218,883 5.0%

Other 2,274 2,458 8.1%

CO2 emissions (t) 103,884 109,122 5.0%

Direct emissions (1) 36,111 39,263 8.7%

Indirect emissions from electricity consumption (2) 67,773 69,859 3.1%

CO2 emissions due to congestion - total delay (t) (3) 17,080 18,981 11.1%

De-icing salts (t) 70,839 72,402 2.2%

Waste produced (t) 29,761 30,180 1.4%

% of waste recycled/recovered 43 41 -4.7%

(1) This type of emissions includes fuel consumption for heating and air conditioning buildin gs, moto r vehicles , running genera tors, road maintenance works.

(2) This figure differs from the amount published in the 2014 wwwport following improvements to the system for measuring consumption.(3) This figure refers to Autostrade per l’Italia SpA’s network.

Government and the community

A leading international player in the motorway and airport concessions sector, the Autostrade per l’Italia Group works closely with communities and maintains constant dialogue with central and local government authorities throughout all stages of its operations. At central government level, the Group’s vital counterparties are the Ministries of Infrastructure, the Environment, Heritage and Culture and Tourism, parliamentary committees – during the discussion phase of new regulatory proposals for the sector – supervisory and monitoring bodies, and government-level technical organisations. Relations with local stakeholders, regions and municipalities, as well as with government departments, in order to guarantee a shared approach to local planning for development.Relations with international institutions are also of great importance, as they establish the principles, overall objectives and strategies on which EU transport policy is based, as well as issuing specific directives regarding matters directly and indirectly linked to Autostrade per l’Italia’s business.Generally speaking, community relations are one of the main tools available to Autostrade per l’Italia in implementing its sustainability policies: in operating the motorway network in keeping with the characteristics of the surrounding area and in carrying out works that enhance the environment, even when not directly connected to the impact of the motorway network.The Group’s humanitarian, scientific, cultural, sporting and social initiatives also play an important role, whether implemented independently or in collaboration with national and international entities and bodies. Over time such initiatives have become more than a simple question of corporate giving, having increasingly taken the form of projects designed to culturally enrich the people and communities involved and spread the adoption of sustainable behaviours.

Suppliers

Autostrade per l’Italia’s main suppliers are businesses that provide goods and services and those involved in the construction of new infrastructure and maintenance of the existing network, and companies that supply technology used in developing automated tolling systems and new safety and quality service standards for customers.The process of selecting suppliers starts with a request for assessment of the financial, technical and organisational aspects of each supplier. This qualification process for new suppliers also includes requests for specific information on sustainability backed up by documentary evidence (e.g. sustainability reports, environmental reports, adoption of


sustainability strategies, certification of processes and/or products, implementation of initiatives aimed at developing a socially responsible approach to planning and business management).The awarding of construction, operation and network maintenance contracts to external companies takes place via public tenders, in which all bidders who meet the general and specific requirements provided for in the relative tenders may freely participate. Competitions are held in accordance with the relevant EU regulations in a fair and transparent way.All Autostrade per l’Italia’s suppliers must commit to complying with the Group’s Code of Ethics and Conduct on their own behalf and on behalf of any authorised sub-contractors, consultants and employees. In addition, all the contracts entered into include specific clauses requiring the supplier to meet a series of social obligations relating, for example, to occupational health and safety and environmental protection, such as the methods used for disposing of waste and scrap. In order to ensure that suppliers comply with their obligations regarding sustainability, a number of specific audits and training and awareness raising initiatives have been carried out.

Information on related party transactions is provided in note 10.5 to the consolidated financial statements and note 8.3 to Autostrade per l’Italia’s separate financial statements.

Italian motorways

Toll increases with effect from 1 January 2016

The decrees issued by the Minister of Infrastructure and Transport and Minister of the Economy and Finance on 31 December 2015 approved the following:a) Autostrade per l’Italia’s right, in accordance with its request to the Grantor, to apply an increase of 1.09% with effect

from 1 January 2016, corresponding to the sum of the following components:• 0.00% for inflation;• 0.97% to provide a return capital expenditure via the “X” tariff component;• 0.12% to provide a return on investment via the “K” tariff component;

b) the provisional suspension of the toll increases to be applied by Tangenziale di Napoli, Raccordo Autostradale Valle d’Aosta and Società Autostrada Tirrenica with effect from 1 January 2016 (the increases thus amount to 0.00%), whilst awaiting approval of the operators’ revised financial plans. The toll increases will be finalised by the interministerial decree approving the related addenda revising the financial plans, subject to the right of the operators to recoup any toll increases on the basis of the revised financial plans. Revenue lost as a result of suspension of the increases will be taken into account in the toll increases for 2017. The above companies have challenged the legislation suspending the toll increases for 2016;

c) the absence of any toll increase for Autostrade Meridionali, given that its concession expired on 31 December 2012. Autostrade Meridionali has brought a legal challenge contesting the above decision, in line with 2014 (the related legal challenge was upheld by the Campania Regional Administrative Court sentence of 22 January 2015) and 2015 (judgement is pending).

Based on bilateral agreements between Italy and France, Traforo del Monte Bianco has applied an increase of 0.02% from 1 January 2016, in compliance with the relevant Intergovernmental Committee resolution. This was determined on the basis of inflation (the average rate for Italy and France).

2.12 Related party transactions

2.13 Significant legal and regulatory aspects


Legal actions brought by Autostrade Meridionali, challenging the Grantor

In addition to the above challenges regarding tolls, on 19 March 2015 Autostrade Meridionali brought an action before Campania Regional Administrative Court, challenging the Grantor’s failure to respond to a request to review its toll structure with effect from 1 January 2015 in order to maintain the same level of revenue for the company, as provided for in the existing toll policies. In a sentence entered on 11 June 2015, Campania Regional Administrative Court upheld Autostrade Meridionali’s challenge, ordering the Grantor to respond to the above request within 30 days of the date of notification of the sentence, which took place on 10 July 2015. As things stand, the Grantor has yet to respond to the request.On 24 April 2015, the company also brought an action before Campania Regional Administrative Court, challenging the Grantor’s adoption of a financial rebalancing plan for the period from 1 January 2013 (the date of expiry of the concession) and 31 December 2015 (the date on which it was assumed that the new operator would take over, at the time of filing the action). The Campania Regional Administrative Court sentence entered on 30 July 2015 upheld Autostrade Meridionali’s challenge, ruling that the Grantor’s failure to respond to the request for adoption of a new financial plan for the concession period 2013-2015 is unlawful. The Grantor appealed the above sentence before the Council of State in October 2015. Judgement is pending.

Reduced tolls for frequent Users

The reduced tolls for frequent users, introduced by the Memorandum of Understanding of 24 February 2014 signed by a number of motorway operators, including Autostrade per l’Italia and the trade association, AISCAT, have been extended, at the request of the Minister of Infrastructure and Transport on 31 December 2015, for a further 12 months, and therefore until the end of 2016. Recovery of the revenue lost as a result of the initiative during the period 1 June 2014-31 December 2016 is assured on the basis of the criteria set out in the Memorandum. One of the options for operators requesting such a solution (as notified to the above Ministry by Autostrade per l’Italia) is the application of a specific toll increase to be introduced in the first year of the next regulatory period.

II Addendum to Autostrade per l’Italia’s Single Concession Arrangement

On 10 December 2015, the Ministry of Infrastructure and Transport and Autostrade per l’Italia signed the II Addendum to the Single Concession Arrangement, which has added the Casalecchio - Northbound interchange to Autostrade per l’Italia’s investment commitments. This project requires a commitment to invest up to a total of approximately E157 million, with around E2 million already invested as at 31 December 2015 to cover the cost of design, and the remainder to be paid to ANAS on the basis of the state of progress of the works. ANAS is to build and then manage the road. The Addendum will be effective once the Minister of Infrastructure and Transport and Minister of the Economy and Finance have issued the relevant decree and it has been registered with the Court of Auditors.

Five-yearly revision of the financial plans of Tangenziale di Napoli and Raccordo Autostradale Valle d’Aosta

Following signature of the memoranda of understanding at the end of 2014 by the Ministry of Infrastructure and Transport and Tangenziale di Napoli and Raccordo Autostradale Valle d’Aosta – in accordance with which, the new financial plans should be formalised in addenda to be signed and approved by 30 June 2015 –, in May 2015 the two companies submitted new five-yearly revisions of their financial plans taking account of a number of requests from the Grantor. The process of drawing up the addenda is, however, still under way.

Addendum to Società Autostrada Tirrenica’s Single Concession Arrangement

In response to observations from the European Commission regarding, among other things, extension of the concession to 2046, on 14 October 2014 the Grantor sent Società Autostrada Tirrenica a draft addendum envisaging extension


of the concession to 2043, completion of work on the Civitavecchia–Tarquinia section (in progress), and eventual completion of the motorway (in sections, if necessary) to be put out to tender.Completion of the motorway is subject to fulfilment of the technical and financial conditions to be verified jointly by the grantor and the operator and execution of an addendum to the Concession Arrangement, with a viable financial plan attached. Subsequently, on 13 May 2015, a memorandum of understanding was signed by the Grantor, Tuscany Regional Authority, Lazio Regional Authority, Autostrade per l’Italia and Società Autostrada Tirrenica with an attached draft addendum which, whilst maintaining the duration of the concession until 2043, a viable financial plan for the Civitavecchia–Tarquinia section and the obligation to put all the works out to tender, provides for further commitments regarding the design of the Tarquinia–Ansedonia and Ansedonia–Grosseto South sections and of the improvements to the existing dual carriageway (the SS. 1 Variante Aurelia) between Grosseto South and San Pietro in Palazzi, retaining the current layout of the road.Performance of the above construction work is subject to positive outcomes of studies of the technical/design, financial and administrative feasibility to be conducted jointly by the Grantor and Società Autostrada Tirrenica and execution of an addendum with a viable financial plan.Following a request from the Grantor on 5 June 2015, after further discussion with Italy’s representative office at the EU, on 24 June 2015 Società Autostrada Tirrenica prepared and submitted further versions of a financial plan, relating to (i) the sections in operation and the Civitavecchia–Tarquinia section under construction, and (ii) the entire Civitavecchia–San Pietro in Palazzi section of road, both expiring on 31 December 2040.Finally, again at the Grantor’s request, on 6 August 2015 Società Autostrada Tirrenica submitted a draft financial plan for the sections in operation between Livorno and Cecina and Rosignano and San Pietro in Palazzi and for the section under construction between Civitavecchia and Tarquinia, with an expiry date of 2028 if the financial design for the San Pietro in Palazzi–Tarquinia section and the financial plan for the entire road not be approved by 2017.

Award of the concession for the A3 Naples–Pompeii–Salerno motorway

With regard to award of the concession for maintenance and operation of the Naples–Pompeii–Salerno motorway (the previous concession expired at the end of 2012), Autostrade Meridionali, which continues to operate the motorway under a contract extension, submitted its bid on 23 April 2015.On 16 November 2015, the Tender Committee raised a number of doubts regarding the two bids received, proposing to disqualify both. The two bidders responded with a request to be allowed to resolve the issues raised and thus continue with the tender process. The Grantor thus submitted a supplement to the procedure to the Tender Committee and, on 16 December 2015, informed the bidders that the final outcome of the tender process will be announced at the next public session of the Committee, which has, however, yet to be scheduled.The bidder, Consorzio Stabile SIS, has brought a legal challenge before Campania Regional Administrative Court, contesting the minutes of the meeting of 16 November 2015. This challenge, which was not notified to Autostrade Meridionali, will be discussed at a hearing on 9 March 2016. The company will be represented in court in order to object to the challenge on the grounds of inadmissibility, given that the conclusions of the Tender Committee are not final in view of the position adopted by the Grantor.

Enabling Act on tenders and concessions

Enabling Act 11 of 28 January 2016 regarding tenders and concessions, designed to apply the relevant EU directives and reform the regulations governing public contracts, was published in the Official Gazette of 29 January 2016.In this regard, the legislation has introduced an obligation for public and private entities, which hold an existing or future concession to provide public works or services, to award 80% of the related contracts for works, services or goods, with a value of over E150 thousand, by public tender. The legislation also establishes that the remaining part may be carried out in-house, in the case of public entities, or by direct or indirect subsidiaries or associates in the case of private entities. The legislation provides for a transitional period of adjustment of no more than twenty-four months in the case of existing concessions. The only exclusions from compliance with the above obligation are existing or future concessions awarded in the form of project financing, and existing or future concessions awarded by public tender in accordance with EU law, for which existing legislation governing tenders in force at the date of entry into effect of the enabling act (13 February 2016) will continue to apply.


By 18 April 2016, the government is authorised to issue a legislative decree applying the above EU directives, in accordance with the criteria contained in the enabling act.

Overseas motorways

Brazil

The pending legal action regarding the ban on toll charges for the suspended axles of heavy vehicles, involving operators in the State of Sao Paulo, including Triangulo do Sol, is described in detail in the Annual Report for the year ended 31 December 2014. On 24 March 2015, the Supreme Court (Tribunale Superiore di Giustizia or “STJ”) for the State of Sao Paulo rejected the challenge brought by the operators with the aim of obtaining a reinstatement of proceedings before the Court of the State of Sao Paulo, ruling it inadmissible. On 14 April 2015, the operators filed an extraordinary challenge against the court’s ruling before Brazil’s Federal Supreme Court (Supremo Tribunal Federal or “STF”). On 3 June 2015, the STJ refuted the existence of the grounds of a political, social or economic nature necessary for the case to be heard by the STF. On 28 June 2015, the operators filed a further challenge, contesting this preliminary judgement. This challenge was also rejected by the Supreme Court on 5 August 2015.Thus, as a result of this decision, toll charges for the suspended axles of heavy vehicles are not permitted under the terms of the concession. To date, the operator, Triangulo do Sol (in common with Colinas, which was not a party to the legal action) has, in any event, applied this charge, not in application of any court ruling, but as a means of compensating for the decision, taken by the Public Transport Services Regulator for the State of Sao Paulo (ARTESP) in the same period, not to allow the application of annual toll increases from July 2013.On 17 April 2015, Federal Law 13103/2015 come into effect. This, among other things, authorises the exemption of road hauliers from the payment of toll charges for the suspended axles of heavy vehicles. The above legislation has been applied by the state of Minas Gerais, whilst the government of the state of Sao Paulo has decided not to apply the exemption. Thus, from 17 April 2015, Rodovias MG050, in Minas Gerais, has ceased charging for the suspended axles of heavy vehicles, whilst operators in the state of Sao Paulo, including Rodovias das Colinas and Triangulo do Sol, continue to levy the charge. Rodovia MG050’s lost revenue, following the entry into effect of the above legislation and the resulting cessation of charges for the suspended axles of heavy vehicles, will be recouped in accordance with the terms of the concession arrangement.

The investigation launched by ARTESP on 13 July 2013, with a view to revising the Addenda and Amendments signed and approved by the Regulator and 12 motorway operators in 2006 - the changes were designed to extend the concession terms to compensate, among other things, for the expenses incurred as a result of taxes introduced after the concessions were granted – is described in detail in the Annual Report for the year ended 31 December 2014. On 24 February 2015, the Public Prosecutor for the State of Sao Paulo provided a non-binding opinion the judge appointed to take charge of the investigation relating to the operator, Colinas. This recommended termination of the proceedings underway, reiterating that legality of the Addenda and Amendments of 2006, which were subject to close examination and endorsed by the relevant Ministry. On 10 March 2015, ARTESP responded to the judge, contesting the Public Prosecutor’s opinion and requesting that the investigation continue. On 15 February 2016, the Court of the State of Sao Paulo issued a ruling, granting Rodovias das Colinas the option of submitting a financial assessment to demonstrate its case.The operators concerned, including Colinas and Triangulo do Sol, and industry insiders, including banks, believe that the risk of a negative outcome is remote. This view is backed up by a number of unequivocal legal opinions provided by leading experts in administrative law and regulation.

Poland

Since 20 June 2012, the Polish Antitrust Authority has been conducting an Explanatory Proceeding to investigate Stalexport Autostrada Maloposka.The proceeding aims to investigate the company’s “abuse of its dominant position” with regard to the tolls charged to road users when carrying out construction and extraordinary maintenance work, given that Stalexport Autostrada Maloposka is held to operate as a “monopoly”.


Should the Authority rule that there has been an “abuse of its dominant position”, the proceeding could result in a fine.Whilst reserving the right to challenge any ruling the Authority’s investigation may result in, the company is taking steps to define the timing and amount of eventual reductions in tolls whilst such work takes place.At the end of a similar investigation in 2008 the local Antitrust office fined the Polish company approximately E300 thousand, given that it had not put in place a procedure for reducing tolls during the work. The fine was confirmed at various instances, including by the Supreme Court.

Other activities

Electronic Transaction Consultants (ETC)

Following the withholding of payment by the Miami-Dade Expressway Authority (“MDX”) for the on site and office system management and maintenance services provided by ETC, and after a failed attempt at mediation as required by the service contract, on 28 November 2012 ETC petitioned the Miami Dade County Court in Florida to order MDX to settle unpaid claims amounting to over US$30 million and damages for breach of contact.In December 2012, MDX, in turn, notified ETC of its decision to terminate the service contract and sue for compensation for alleged damages of US$26 million for breach of contract by ETC.In August 2013, ETC and MDX agreed a settlement covering the services rendered by ETC during the “disentanglement” phase, which ended on 22 November 2013. MDX has duly paid the sum due.In December 2015, the court case, during which the parties presented their respective arguments and the various experts and witnesses were heard, came to an end. Judgement is expected by the end of the first half of 2016.


Autostrade per l’Italia does not own, either directly or indirectly through trust companies or proxies, shares or units issued by parent companies. No transactions were carried out during the year involving treasury shares or shares or units issued by parent companies.

Autostrade per l’Italia does not operate branch offices.

With reference to Consob Ruling 2423 of 1993, regarding criminal proceedings or judicial investigations, the Company is not involved in proceedings, other than those described in note 10.7 “Significant legal and regulatory aspects”, that may result in charges or potential liabilities with an impact on the financial statements.

There were no material events after the end of the year under review.

Despite the continuing instability of the global economy, the consolidated operating results are expected to register improvements across all the Group’s areas of business in 2016.

Italian motorways

Traffic trends on the Group’s Italian motorway network in recent months show signs of a recovery. In addition, Società Autostrada Tirrenica will contribute to the full-year results, following its consolidation by the Group from 30 September 2015, and we expect to see a reduction in the margins generated by service areas, partly as a result of the award of new sub-concessions.

Overseas motorways

Traffic on the Group’s overseas motorways continues to register overall traffic growth, with the exception of Brazil, where the performance of the local economy continues to weigh. The related contribution to the Group’s results is, however, subject to movements in the respective currencies.

The Group’s results for 2016 will also benefit from the tangible reduction in the cost of debt, thanks to the steps taken in 2015 to improve the capital structure.

2.14 Other information

2.15 Events after 31 December 2015

2.16 Outlook and risks or uncertainties


Dear Shareholders,

In conclusion, we invite you:

• to discuss and approve the Board of Directors’ report on operations and the financial statements as at and for the year ended 31 December 2015, which report profit of E954,952,727.85;

• to appropriate the E619,680,174.85 in profit for the year remaining, after payment of the interim dividend of E335,272,553.00 (equal to E0.539 per share) in 2015, as follows:1. E470,252,412.00 to pay a final dividend of E0.756 per share, payable to holders of each of the 622,027,000

dividend-bearing shares with a par value of E1.00 in issue;2. the remaining E149,427,762.85 to retained earnings;

• to establish the dividend payment date as 19 May 2016.

For the Board of Directors

The Chairman

2.17 Proposed resolutions for the Annual General Meeting of Autostrade per l’Italia SpA’s shareholders

CONSOLIDATEDFINANCIALSTATEMENTS

3.


CONSOLIDATED STATEMENT OF FINANCIAL POSITION

E000 Note 31/12/2015 Of which related party transactions

31/12/2014 Of which related party transactions

ASSETS

NON-CURRENT ASSETSProperty, plant and equipment 7.1 131,978 126,823 Property, plant and equipment 125,529 119,619 Property, plant and equipment held under finance leases 2,951 3,271 Investment property 3,498 3,933

Intangible assets 7.2 21,637,197 21,918,049 Intangible assets deriving from concession rights 15,449,258 15,748,202 Goodwill and other intangible assets with indefinite lives 6,111,330 6,111,331 Other intangible assets 76,609 58,516

Investments 7.3 108,292 130,942 Investments accounted for at cost or fair value 51,747 36,149 Investments accounted for using the equity method 56,545 94,793

Non-current financial assets 7.4 1,774,790 1,749,405 Non-current financial assets deriving from concession rights 766,499 704,347 Non-current financial assets deriving from government grants 255,662 215,023 Non-current term deposits 324,894 291,189 Other non-current financial assets 427,735 15,631 538,846 9,672

Deferred tax assets 7.5 167,804 155,874 Other non-current assets 7.6 11,301 9,879 TOTAL NON-CURRENT ASSETS 23,831,362 24,090,972

CURRENT ASSETS Trading assets 7.7 1,145,347 1,125,092 Inventories 47,475 46,264 Contract work in progress 2,696 4,307 Trade receivables 1,095,176 61,933 1,074,521 68,125

Cash and cash equivalents 7.8 2,786,098 1,631,687 Cash 2,002,557 960,089 Cash equivalents 706,714 579,476 Intercompany current account receivables due to related parties 76,827 76,827 92,122 92,122

Current financial assets 7.4 781,914 937,898 Current financial assets deriving from concession rights 435,511 428,933 Current financial assets deriving from government grants 74,627 79,847 Current term deposits 211,318 238,919 Current derivative assets 36 - Current portion of medium/long-term financial assets 42,081 42,840 Other current financial assets 18,341 121 147,359 124,849

Current tax assets 7.9 46,299 20,930 36,921 26,170Other current assets 7.10 183,489 167,351 Assets held for sale and related to discontinued operations 7.11 44,985 539,354 TOTAL CURRENT ASSETS 4,988,132 4,438,303

TOTAL ASSETS 28,819,494 28,529,275

Consolidated financial statements 93

CONSOLIDATED STATEMENT OF FINANCIAL POSITION



EQUITY AND LIABILITIES

EQUITY Equity attributable to owners of the parent 2,999,735 2,802,940 Issued capital 622,027 622,027 Reserves and retained earnings 1,700,600 1,848,431 Profit/(Loss) for the year net of interim dividends 677,108 332,482

Equity attributable to non-controlling interests 1,559,981 1,622,922 Issued capital and reserves 1,444,160 1,591,056 Profit/(Loss) for the year net of interim dividends 115,821 31,866 TOTAL EQUITY 7.12 4,559,716 4,425,862

NON-CURRENT LIABILITIES Non-current portion of provisions for construction services required by contract 7.13 3,369,243 3,783,956 Non-current provisions 7.14 1,267,465 1,183,608 Non-current provisions for employee benefits 119,946 134,790 Non-current provisions for repair and replacement of motorway infrastructure 1,114,906 1,029,314 Other non-current provisions 32,613 19,504

Non-current financial liabilities 7.15 13,441,751 13,113,511 Bond issues 3,307,882 874,235 Medium/long-term borrowings 9,738,968 6,495,414 11,874,686 8,736,615Non-current derivative liabilities 368,545 216,123 359,053 245,232Other non-current financial liabilities 26,356 5,537

Deferred tax liabilities 7.5 1,188,774 1,249,703 Other non-current liabilities 7.16 90,659 92,330 TOTAL NON-CURRENT LIABILITIES 19,357,892 19,423,108

CURRENT LIABILITIES Trading liabilities 7.17 1,466,126 1,313,363 Trade payables 1,466,126 265,045 1,313,363 274,527

Current portion of provisions for construction services required by contract 7.13 458,737 518,734

Current provisions 7.14 284,597 419,514 Current provisions for employee benefits 21,609 20,202 Current provisions for repair and replacement of motorway infrastructure 217,101 329,881 Other current provisions 45,887 69,431

Current financial liabilities 7.15 2,281,967 1,609,089 Bank overdrafts 31 17 Short-term borrowings 645,353 400,000 494,820 250,000Current derivative liabilities - 1,034 Intercompany current account payables due to related parties 13,522 13,522 213,319 213,319Current portion of medium/long-term financial liabilities 1,622,928 1,083,340 894,450 241,897Other current financial liabilities 133 5,449

Current tax liabilities 7.9 34,074 9,001 46,733 21,363Other current liabilities 7.18 370,186 41,469 348,151 11,432Liabilities related to discontinued operations 7.11 6,199 424,721TOTAL CURRENT LIABILITIES 4,901,886 4,680,305TOTAL LIABILITIES 24,259,778 24,103,413

TOTAL EQUITY AND LIABILITIES 28,819,494 28,529,275


CONSOLIDATED INCOME STATEMENT

E000 Note 2015 Of which related party transactions

2014 Of which related party transactions

REVENUE

Toll revenue 8.1 3,835,954 3,677,693

Revenue from construction services 8.2 576,075 2,487 489,743 29,215

Contract revenue 8.3 34,901 25,806

Other operating income 8.4 547,760 77,264 551,222 86,145

TOTAL REVENUE 4,994,690 4,744,464

COSTS

Raw and consumable materials 8.5 -166,801 -185,541

Service costs 8.6 -1,431,007 -442,694 -1,174,499 -211,189

Gain/(Loss) on sale of elements of property, plant and equipment -294 -272

Staff costs 8.7 -587,332 -29,694 -559,383 -23,820

Other operating costs 8.8 -542,818 -523,732

Concession fees -443,423 -435,065

Lease expense -10,296 -8,754

Other -89,099 -79,913

Operating change in provisions 8.9 31,602 -240,351

Provisions/ (Uses of provisions) for repair and replacement of motorway infrastructure 36,635 -216,196

Provisions/ (Uses of provisions) -5,033 -24,155

Use of provisions for construction services required by contract 8.10 504,872 399,528

Amortisation and depreciation -708,547 -669,933

Amortisation of property, plant and equipment 7.1 -34,880 -35,830

Amortisation of intangible assets deriving from concession rights 7.2 -649,852 -611,683

Amortisation of other intangible assets 7.2 -23,815 -22,420

(Impairment losses)/Reversals of impairment losses 8.11 -8,903 4,976

TOTAL COSTS -2,909,228 -2,949,207

OPERATING PROFIT/(LOSS) 2,085,462 1,795,257

Financial income 283,520 299,424

Financial income accounted for as an increase in financial assets deriving from concession rights and government grants 63,437 56,241

Dividends received from investees 2,975 15

Other financial income 217,108 36,408 243,168 38,390

Financial expenses -912,363 -910,104

Financial expenses from discounting of provisions for construction services required by contract and other provisions -52,234 -107,735

Other financial expenses -860,129 -516,969 -802,369 -488,029

– of which: non-recurring 8.17 -125,486 -

Foreign exchange gains/(losses) 18,706 16,321

FINANCIAL INCOME/(EXPENSES) 8.12 -610,137 -594,359

Share of (profit)/loss of investees accounted for using the equity method 8.13 -8,749 -8,139

PROFIT BEFORE TAX FROM CONTINUING OPERATIONS 1,466,576 1,192,759




Income tax (expense)/benefit 8.14 -345,003 -498,597

Current tax expense -362,482 -373,470

Differences on current tax expense for previous years 5,177 4,806

Deferred tax income and expense 12,302 -129,933

PROFIT/(LOSS) FROM CONTINUING OPERATIONS 1,121,573 694,162

Profit/(Loss) from discontinued operations 8.15 6,983 210

PROFIT FOR THE YEAR 1,128,556 694,372

of which:

– profit attributable to owners of the parent 1,012,381 662,156

– profit attributable to non-controlling interests 116,175 32,216

Basic earnings per share attributable to owners of the parent (E) 8.16 1.63 1.07

of which:

– continuing operations 1.62 1.07

– discontinued operations 0.01 -

Diluted earnings per share attributable to owners of the parent (E) 8.16 1.63 1.07

of which:

– continuing operations 1.62 1.07

– discontinued operations 0.01 -

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

E000 Note 2015 2014

Profit for the year (A) 1,128,556 694,372

Fair value gains/(losses) on cash flow hedges 7,131 -99,013

Gains/(losses) from translation of assets and liabilities of consolidated companies denominated in functional currencies other than the euro -314,438 -28,947

Gains/(Losses) from translation of investments accounted for using the equity method denominated in functional currencies other than the euro -6,878 512

Other comprehensive income/(loss) for the year reclassifiable to profit or loss, after related taxation (B) -314,185 -127,448

Gains/(losses) from actuarial valuations of provisions for employee benefits 3,556 -11,330

Other comprehensive income/(loss) for the year not reclassifiable to profit or loss, after related taxation (C) 3,556 -11,330

Reclassifications of other components of comprehensive income to profit or loss for the year (D) 3,958 12,344

Total other comprehensive income/(loss) for the year, after related taxation (E = B + C + D) -306,671 -126,434

– of which: attributable to discontinued operations 5,618 11,507

Comprehensive income for the year (A + E) 7.12 821,885 567,938

of which:

– attributable to owners of the parent 861,015 545,484

– attributable to non-controlling interests -39,130 22,454



E000 Equity attributable to owners of the parent Equity attributable to owners of the parent Equity attributable to

non-controlling interests

Total equity attributable to owners of

the parent and non-controlling

interests

Issuedcapital

Cash flowhedge reserve





Reserve for translation of

investments accounted for using

the equity method denominated in



earnings

Profit/(loss)for year

Total

Balance as at 31/12/2013 622,027 -12,733 -36,400 -197,678 -2,061 2,242,274 306,977 2,922,406 1,607,114 4,529,520

Comprehensive income for the year - -89,963 - -15,765 256 -11,200 662,156 545,484 22,454 567,938


Austostrade per l'Italia SpA's final dividend (E0.547 per share) - - - - - - -340,249 -340,249 - -340,249

Transfer of profit/(loss) for previous year to retained earnings - - - - - -33,272 33,272 - - -

Austostrade per l'Italia SpA's interim dividend (E0.530 per share) - - - - - - -329,674 -329,674 - -329,674

Dividends paid by other Group companies to non-controlling shareholders - - - - - - - - -8,211 -8,211

Share-based incentive plans - - - - - 2,672 - 2,672 51 2,723

Changes in the scope of consolidation, other minor changes and reclassifications - - - - - 2,301 - 2,301 1,514 3,815

Balance as at 31/12/2014 622,027 -102,696 -36,400 -213,443 -1,805 2,202,775 332,482 2,802,940 1,622,922 4,425,862

Comprehensive income for the year - 9,060 - -160,506 -3,443 3,523 1,012,381 861,015 -39,130 821,885







Changes in the scope of consolidation, other minor changes and reclassifications - -71 - 197 -309 1,736 - 1,553 -24 1,529

Balance as at 31/12/2015 622,027 -93,707 -36,400 -373,752 -5,557 2,210,016 677,108 2,999,735 1,559,981 4,559,716



E000 Equity attributable to owners of the parent Equity attributable to owners of the parent Equity attributable to

non-controlling interests

Total equity attributable to owners of

the parent and non-controlling

interests

Issuedcapital

Cash flowhedge reserve





Reserve for translation of

investments accounted for using

the equity method denominated in



earnings

Profit/(loss)for year

Total

Balance as at 31/12/2013 622,027 -12,733 -36,400 -197,678 -2,061 2,242,274 306,977 2,922,406 1,607,114 4,529,520

Comprehensive income for the year - -89,963 - -15,765 256 -11,200 662,156 545,484 22,454 567,938







Changes in the scope of consolidation, other minor changes and reclassifications - - - - - 2,301 - 2,301 1,514 3,815

Balance as at 31/12/2014 622,027 -102,696 -36,400 -213,443 -1,805 2,202,775 332,482 2,802,940 1,622,922 4,425,862

Comprehensive income for the year - 9,060 - -160,506 -3,443 3,523 1,012,381 861,015 -39,130 821,885







Changes in the scope of consolidation, other minor changes and reclassifications - -71 - 197 -309 1,736 - 1,553 -24 1,529

Balance as at 31/12/2015 622,027 -93,707 -36,400 -373,752 -5,557 2,210,016 677,108 2,999,735 1,559,981 4,559,716


CONSOLIDATED STATEMENT OF CASH FLOWS



CASH FLOWS FROM (USED IN) OPERATING ACTIVITIESProfit for the year 1,128,556 694,372Adjusted by:Amortisation and depreciation 708,547 682,983Operating change in provisions -23,961 242,314Financial expenses from discounting of provisions for construction services required by contract and other provisions 52,234 107,943Impairments/(Reversal of impairment losses) on non-currentfinancial assets and investments accounted for at cost or fair value - 5Share of (profit)/loss of investees accounted for using the equity method 8.13 8,749 8,139Impairment losses/(Reversal of impairment losses) and adjustments of non-current assets 1,341 -9,187(Gain)/Loss on sale of non-current assets 963 243Net change in deferred tax (assets)/liabilities through profit or loss -12,302 123,160Other non-cash costs (income) -40,109 -2,487 -108,731 -29,215Change in working capital and other changes 165,652 13,341 -271,306 5,413Net cash generated from/(used in) operating activities (A) 9.1 1,989,670 1,469,935

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIESInvestment in assets held under concession 7.2 -1,074,370 -858,332Government grants related to assets held under concession 56,021 39,875Increase in financial assets deriving from concession rights (related to capital expenditure) 95,120 63,465Purchases of property, plant and equipment 7.1 -43,768 -39,630Purchases of intangible assets 7.2 -33,453 -34,721Purchases of investments -7,690 -4,207Purchase of consolidated investments, net of cash and cash equivalent acquired -71,996 -Proceeds from sales of property, plant and equipment, intangible assets and unconsolidated investments 1,879 - 8,507 77,505Proceeds from sales of consolidated investments net of cash and cash equivalents transferred - 208,777Net change in other non-current assets -18,847 45,595Net change in current and non-current financial assets 105,072 -1,589 164,051 -16,446Net cash generated from/(used in) investing activities (B) -992,032 -406,620

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIESDividends paid -694,344 -678,617Contributions from non-controlling shareholders 24 720New loans from parent and non-controlling shareholders - - 202,880 200,000Repayment of loans from parent -1,351,250 -1,351,250 -2,100,234 -2,094,200Issuance of bonds 7.15 2,758,388 32,038Increase in medium/long term borrowings (excluding finance lease liabilities) 250,508 397,940Increase in finance lease liabilities - 3,935Bond redemptions 7.15 -147,902 -45,041Repayments of medium/long term borrowings (excluding finance lease liabilities) -358,360 -591,639Payment of finance lease liabilities -381 -4,497Net change in other current and non-current financial liabilities -73,816 98,177 297,199 215,070Net cash generated from/(used in) financing activities (C) 9.1 382,867 -2,485,316Net effect of foreign exchange rate movements on net cash and cash equivalents (D) -35,912 2,862Increase/(Decrease) in cash and cash equivalents (A + B + C + D) 9.1 1,344,593 -1,419,139NET CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 1,466,973 2,886,112NET CASH AND CASH EQUIVALENTS AT END OF YEAR 2,811,566 1,466,973


ADDITIONAL INFORMATION ON THE STATEMENT OF CASH FLOWS

E000 Note 2015 2014

Income taxes paid 374,162 336,773

Interest and other financial income collected 88,850 63,340

Interest expense and other financial expenses paid 772,756 749,312

Dividends received 8.12 2,975 15

Foreign exchange gains collected 96 123

Foreign exchange losses incurred 79 268

RECONCILIATION OF NET CASH AND CASH EQUIVALENTS

E000 Note 2015 2014

NET CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 1,466,973 2,886,112

Cash and cash equivalents 7.8 1,631,687 3,324,129

Bank overdrafts repayable on demand 7.15 -17 -7,228

Intercompany current account payables due to related parties -213,319 -430,779

Cash and cash equivalents related to discontinued operations 7.11 48,622 -10

NET CASH AND CASH EQUIVALENTS AT END OF YEAR 2,811,566 1,466,973


Bank overdrafts repayable on demand 7.15 -31 -17

Intercompany current account payables due to related parties -13,522 -213,319

Cash and cash equivalents related to discontinued operations 7.11 39,021 48,622


The core business of the Autostrade per l’Italia Group (“the Group”) is the operation of motorways under concessions granted by the relevant authorities. Under the related concession arrangements, the Group’s operators are responsible for the construction, management, improvement and upkeep of motorway infrastructure in Italy and abroad. Further information on the Group’s concession arrangements is provided in note 4.

The Parent Company, Autostrade per l’Italia SpA (“Autostrade per l’Italia”, “the Company” or “the Parent Company”) is a public limited company incorporated in 2003. The Company’s core business is the operation of motorways under a concession granted by the Ministry of Infrastructure and Transport, which assumed the role of Grantor previously fulfilled by ANAS SpA (Italy’s Highways Agency) from 1 October 2012. Its registered office is at Via Bergamini, 50 in Rome. The Company does not have branch offices. The duration of the Company is until 31 December 2050.100% of the Company’s share capital is held by Atlantia SpA (also referred to as “Atlantia”), which is listed on the screen-based trading system (Mercato Telematico Azionario) operated by Borsa Italiana SpA, and is responsible for management and coordination of the Company.At the date of preparation of these consolidated financial statements, Sintonia SpA is the shareholder that holds a relative majority of the issued capital of Atlantia SpA. Sintonia SpA, which is in turn a subsidiary of Edizione Srl, does not exercise management and coordination of Atlantia.

These consolidated financial statements as at and for the year ended 31 December 2015 were approved by the Company’s Board of Directors at its meeting of 4 March 2016.

The consolidated financial statements as at and for the year ended 31 December 2015 are based on the assumption that the Parent Company and consolidated companies are going concerns. They have been prepared in compliance with articles 2 and 3 of Legislative Decree 38/2005 and International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board and endorsed by the European Commission, as in force as at 31 December 2015. These standards reflect the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC), in addition to previous International Accounting Standards (IAS) and interpretations issued by the Standard Interpretations Committee (SIC) and still in force at the end of the reporting period. For the sake of simplicity, all the above standards and interpretations are hereinafter referred to as “IFRS”. Moreover, the measures introduced by the Consob, in application of paragraph 3 of article 9 of Legislative Decree 38/2005, relating to the preparation of financial statements, have also been taken into account.

The consolidated financial statements consist of the statement of financial position, the income statement, the statement of comprehensive income, the statement of changes in equity, the statement of cash flows and these notes, in application of IAS 1 - Presentation of financial statements and, in general, the historical cost convention, with the exception of those items that are required by IFRS to be recognised at fair value, as explained in the accounting policies for the relevant items described in note 3. The statement of financial position is based on the format that separately discloses current and non-current assets and liabilities. The income statement is classified by nature of expense. The statement of cash flows has been prepared in application of the indirect method.IFRS have been applied in accordance with the indications provided in the “Conceptual Framework for Financial Reporting”, and no events have occurred that would require exemptions pursuant to paragraph 19 of IAS 1. Consob Resolution 15519 of 27 July 2006 requires that, in addition to the specific requirements of IAS 1 and other IFRS, financial statements must, where material, include separate sub-items providing (i) disclosure of amounts deriving from related party transactions; and, with regard to the income statement, (ii) separate disclosure of income and expenses deriving from events and transactions that are non-recurring in nature, or transactions or events that do not occur on a frequent basis in the normal course of business.

A number of non-recurring transactions and events occurred in 2015, as described in notes 8.17. Otherwise, no atypical or unusual transactions, having a material impact on the Group’s income statement and statement of financial position, were entered into during the period, either with third or related parties. The consolidated financial statements therefore show the principal amounts relating to the related party and non-recurring transactions that took place during the reporting period.

Notes1. Introduction

2. Basis of preparation of the consolidated financial statements


Amounts in the Company’s financial statements and in the notes are shown in thousands of euros, unless otherwise stated. The euro is the functional currency of the Parent Company and a number of its subsidiaries and the presentation currency for these consolidated financial statements.

Each component of the consolidated financial statements is compared with the corresponding amount for the comparative reporting period.

A description follows of the more important accounting standards and policies employed by the Group for its consolidated financial statements as at and for the year ended 31 December 2015. These accounting standards and policies are consistent with those applied in preparation of the consolidated financial statements for the previous year, as no new standards, interpretations, or amendments to existing standards became effective in 2015 having a material effect on the Autostrade per l’Italia Group’s consolidated financial statements.

It should be noted that the following new standards and interpretations and/or amendments to existing standards and interpretations were applicable from 1 January 2015:a) IFRS 3 - Business Combinations. The amendment to the standard clarifies that a contingent consideration classified

as an asset or a liability must be measured at fair value at each reporting date, with the effects to be recognised in profit or loss, regardless of whether the contingent consideration is a financial instrument or a non-financial asset or liability. In addition, it clarifies that the standard does not apply to all joint ventures;

b) IFRS 13 - Fair Value Measurement. The amendment clarifies and explicitly confirms the option of accounting for short-term trade receivables and payables on an undiscounted basis, should the effect of discounting not be material;

c) IFRIC 21 - Levies. The interpretation applies to all levies imposed by the government that do not fall within the scope of other standards (for example, IAS 12 - Income Taxes). The interpretation clarifies that an entity must only recognise a liability for a levy when the activity that triggers payment, as identified by the relevant legislation, occurs. In addition, a liability for a levy may only be accrued progressively if the activity that triggers payment occurs over a period of time. For a levy that is triggered upon reaching a minimum threshold, the liability must be estimated and recognised before the threshold is reached, when the threshold is expected to be exceeded in the assessment period.

Property, plant and equipment

Property, plant and equipment is stated at cost. Cost includes expenditure that is directly attributable to the acquisition of the items and financial expenses incurred during construction of the asset. As permitted by IFRS 1, assets acquired through business combinations prior to 1 January 2004 are stated at previous amounts, as determined under Italian GAAP for those business combinations and representing deemed cost.The cost of assets with finite useful lives is systematically depreciated on a straight-line basis applying rates that represent the expected useful life of the asset. Each component of an asset with a cost that is significant in relation to the total cost of the item, and that has a different useful life, is accounted for separately. Land, even if undeveloped or annexed to residential and industrial buildings, is not depreciated as it has an indefinite useful life. Investment property, which is held to earn rentals or for capital appreciation, or both, is recognised at cost measured in the same manner as property, plant and equipment. The relevant fair value of such assets has also been disclosed.

The bands of annual rates of depreciation used in 2015 are shown in the table below by asset class:

Property, plant and equipment Rate of depreciation

Buildings 2.5%-33.33%

Plant and machinery 10%-33%

Industrial and business equipment 4.5%-33%

Other assets 8.6%-33.33%

3. Accounting standards and policies applied


Assets acquired under finance leases are initially accounted for as property, plant and equipment, and the underlying liability recorded in the balance sheet, at an amount equal to the relevant fair value or, if lower, the present value of the minimum payments due under the contract. Lease payments are apportioned between the interest element, which is charged to the income statement as incurred, and the capital element, which is deducted from the financial liability.Property, plant and equipment is tested for impairment, as described below in the relevant note, whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Property, plant and equipment is derecognised on disposal. Any gains or losses (determined as the difference between disposal proceeds, less costs to sell, and the carrying amount of the asset) are recognised in profit or loss in the period in which the asset is sold.

Intangible assets

Intangible assets are identifiable assets without physical substance, controlled by the entity and from which future economic benefits are expected to flow, and purchased goodwill. Identifiable intangible assets are those purchased assets that, unlike goodwill, can be separately distinguished. This condition is normally met when the intangible asset: (i) arises from a legal or contractual right, or (ii) is separable, meaning that it may be sold, transferred, licensed or exchanged, either individually or as an integral part of other assets. The asset is controlled by the entity if the entity has the ability to obtain future economic benefits from the asset and can limit access to it by others.Internally developed assets are recognised as assets to the extent that: (i) the cost of the asset can be measured reliably; (ii) the entity has the intention, the available financial resources and the technical expertise to complete the asset and either use or sell it; (iii) the entity is able to demonstrate that the asset is capable of generating future economic benefits.

Intangible assets are stated at cost which, apart from concession rights, is determined in the same manner as the cost of property, plant and equipment. The cost of concession rights is recovered in the form of payments received from road users and may include one or more of the following:a) the fair value of construction services and/or improvements carried out on behalf of the Grantor (measured

as described in the note on “Construction contracts and services in progress”) less finance-related amounts, consisting of (i) the amount funded by government grants, (ii) the amount that will be unconditionally paid by replacement operators on termination of the concession (so-called “takeover rights”), and/or (iii) any minimum level of tolls or revenue guaranteed by the Grantor. In particular, the following give rise to intangible assets deriving from concession rights:1) rights received as consideration for specific obligations to provide construction services for road widening and

improvement for which the operator does not receive additional economic benefits. These rights are initially recognised at the fair value of the construction services to be provided in the future (equal to their present value, less the portion covered by grants, and excluding any financial expenses that may be incurred during provision of the services), with a contra entry of an equal amount in “Provisions for construction services required by contract”, accounted for in liabilities in the statement of financial position. In addition to the impact of amortisation, the initial value of the rights changes over time as a result of periodic reassessment of the fair value of the part of the construction services still to be rendered at the end of the reporting period (equal to their present value, less the portion covered by grants, and excluding any financial expenses that may be incurred during provision of the services);

2) rights received as consideration for construction and/or upgrade services rendered for which the operator receives additional economic benefits in the form of specific toll increases and/or significant increases in the expected number of users as a result of expansion/upgrade of the infrastructure;

3) rights to infrastructure constructed and financed by service area concession holders which have reverted free of charge to Group companies on expiry of the related concessions;

b) rights acquired from third parties, to the extent costs were incurred to acquire concessions from the Grantor or from third parties (the latter relating to the acquisition of control of a company that already holds a concession).

Concession rights, on the other hand, are amortised over the concession term in a pattern that reflects the estimated manner in which the economic benefits embodied in the right are consumed. Amortisation rates are, consequently, determined taking any significant changes in traffic volumes during the concession term into account. Amortisation is charged from the date on which economic benefits begin to accrue.


In contrast, amortisation of other intangible assets with finite useful lives begins when the asset is ready for use, in relation to their residual useful lives.

The bands of annual rates of amortisation used in 2015 are shown in the table below by asset class:

Intangible assets Rate of amortisation

Concession rights On the commencement of generation of economic benefits for the entity, based on the residual term of the concession

and/or traffic projections.

Development costs 4.8%-33.33%

Industrial patents and intellectual property rights 6.4%-55%

Licences and similar rights 7.7%-33.33%

Other assets 3.3%-33.33%

Intangible assets are tested for impairment, as described below in the note on impairments and reversals, whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. Gains and losses on the disposal of intangible assets are determined as the difference between the disposal proceeds, less costs to sell, and the carrying amount of the asset and then recognised in profit or loss in the period in which the asset is disposed of.

Goodwill

Acquisitions of companies and business units are accounting for using the acquisition method, as required by IFRS 3. For this purpose, identifiable assets liabilities acquired through business combinations are measured at their fair value at the acquisition date. The cost of an acquisition is measured as the fair value, at the date of exchange, of the assets acquired, liabilities assumed and any equity instruments issued by the Group in exchange for control.Goodwill is initially measured as the positive difference between 1) the acquisition cost, plus both the fair value at the acquisition date of any previous non-controlling interests held in the acquiree and non-controlling interests held by third parties in the acquiree (at fair value or prorated to the current net asset value of the acquiree), and 2) the fair value of net assets acquired.The goodwill, as measured on the date of acquisition, is allocated to each of the substantially independent cash generating units or groups of cash generating units which are expected to benefit from the synergies of the business combination.A negative difference between the cost of the acquisition, as increased by the above components, and the fair value of the net assets acquired is recognised as income in profit or loss in the year of acquisition.Goodwill on acquisitions of non-controlling interests is included in the carrying amount of the relevant investments.After initial recognition, goodwill is no longer amortised and is carried at cost less any accumulated impairment losses, determined as described in the note on impairment testing.IFRS 3 was not applied retrospectively to acquisitions prior to 1 January 2004. As a result, the carrying amount of goodwill on these acquisitions is that determined under Italian GAAP, which is the net carrying amount at this date, subject to impairment testing and the recognition of any impairment losses.

Acquisitions or disposals of companies and/or business units under common control are treated, in accordance with IAS 1 and IAS 8, on the basis of their economic substance, with reference to both the (i) the method of determining the purchase consideration, and (ii) confirmation of the generation of added value for all the parties involved, resulting in significant measurable changes in the cash flows generated by the assets transferred before and after the transaction. In this regard:a) if both requirements to be confirmed are met, such acquisitions of companies and/or business units are accounted

for in accordance with IFRS 3, using the same treatment previously described for similar transactions with third parties. In such cases, the seller recognises any difference between the carrying amount of the assets and liabilities transferred and the related purchase consideration in profit or loss;

b) in the other cases, the acquirer recognises the assets and liabilities transferred at the same carrying amounts at which they were accounted for in the financial statements of the seller prior to the transaction, recognising any difference with respect to the cost of the acquisition in equity. Accordingly, the seller recognises the difference between the carrying amount of the assets and liabilities transferred and the agreed purchase consideration in equity.


Investments

Investments in unconsolidated subsidiaries and other companies, which qualify as available-for-sale financial instruments as defined by IAS 39, are initially accounted for at cost at the settlement date, in that this represents fair value, plus any directly attributable transaction costs. After initial recognition, these investments are measured at fair value, to the extent reliably determinable, through the statement of comprehensive income and hence in a specific equity reserve. On realisation or recognition of an impairment loss in the income statement, the accumulated gains and losses in that reserve are reclassified to the income statement.Impairment losses, identified as described below in the note on “Impairment of assets and reversals (impairment testing)”, are reversed to other comprehensive income in the event the circumstances giving rise to the impairment cease to exist. When fair value cannot be reliably determined, investments, classified as available-for-sale, are measured at cost less any impairment losses. In this case impairment losses may not be reversed.Investments in associates and joint ventures are accounted for using the equity method. The Group’s share of post-acquisition profits or losses is recognised in the income statement for the accounting period to which they relate, with the exception of the effects deriving from other changes in the equity of the investee other than owner transactions, which are recognised directly in comprehensive income attributable to owners of the parent.Provisions are made to cover any losses of an associate or joint venture exceeding the carrying amount of the investment, to the extent that the shareholder is required to comply with actual or constructive obligations to cover such losses.

Construction contracts and services in progress

Construction contracts are accounted for on the basis of a contract’s revenue and costs that can be reliably estimated with reference to the stage of completion of the contract, in accordance with the percentage of completion method, as determined by a survey of the works carried out or based on the ratio of costs incurred to total estimated costs. Contract revenue is allocated to the individual reporting periods in proportion to the stage of contract completion. Any positive or negative difference between contract revenue and any advance payments received is recognised in assets or liabilities, taking account of any impairments, in order to reflect the risks linked to the inability to recover the value of work performed on behalf of customers.In addition to contract payments, contract revenue includes variations, price reviews and claims to the extent that they can be reliably determined. Expected losses are recognised immediately in profit or loss, regardless of the stage of contract completion.Revenue from construction and/or upgrade services provided to the Grantor and relating to the concessions held by certain Group companies, are recognised on a percentage of completion basis. Construction and/or upgrade service revenues, representing the consideration for services provided, are measured at fair value, calculated on the basis of the total costs incurred (consisting primarily of the cost of materials and external services, relevant employee benefits and financial expenses, the latter only in the case of construction and/or upgrade services for which the operator receives additional economic benefits), plus any arm’s length profits realised on construction services provided by Group entities (in that they represent the fair value of the services). The double entry of construction and /or upgrade service revenue is represented by financial assets deriving from concession rights and/or grants, or by intangible assets deriving from concession rights, as explained in the relevant note.

Inventories

Inventories, primarily consisting of stocks and spare parts used in the maintenance and assembly of plant, are measured at the lower of purchase or conversion costs and net realisable value obtained on their sale in the ordinary course of business. The purchase cost is determined using the weighted average cost method.

Receivables and payables

Receivables are initially recognised at fair value and subsequently measured at amortised cost, using the effective interest method, less any allowance for bad debts. The amount of the allowance is based on the present value of


expected future cash flows. These cash flows take account of expected collection times, estimated realisable value, any guarantees received, and the expected costs of recovering amounts due. Impairment losses are reversed in future periods if the circumstances that resulted in the loss no longer exist. In this case, the reversal is accounted for in the income statement and may not in any event exceed the amortised cost of the receivable had no previous impairment losses been recognised.Payables are initially recognised at cost, which corresponds to the fair value of the liability, less any directly attributable transaction costs. After initial recognition, payables are recognised at amortised cost, using the original effective interest method.Trade receivables and payables, which are subject to normal commercial terms and conditions, are not discounted to present value.

Cash and cash equivalents

Cash and cash equivalents are recognised at face value. They include highly liquid demand deposits or very short-term instruments of excellent quality, which are subject to an insignificant risk of changes in value.

Derivative financial instruments

All derivative financial instruments are recognised at fair value at the end of the year.As required by IAS 39, derivatives are designated as hedging instruments when the relationship between the derivative and the hedged item is formally documented and the periodically assessed effectiveness of the hedge is high and ranges between 80% and 125%. Changes in the fair value of cash flow hedges hedging assets and liabilities (including those that are pending and highly likely to arise in the future) are recognised in the statement of comprehensive income. The gain or loss relating to the ineffective portion is recognised in profit or loss.Changes in the value of fair value hedged assets or liabilities are recognised in profit or loss for the period. Analogously, the hedged assets and liabilities are restated at fair value through profit or loss.Since derivative contracts deemed net investment hedges in accordance with IAS 39, because they were concluded to hedge the risk of unfavourable movements in the exchange rates used to translate net investments in foreign operations, are treated as cash flow hedges, the effective portion of fair value gains or losses on the derivatives is recognised in other comprehensive income, thus offsetting changes in the foreign currency translation reserve for net investments in foreign operations. Accumulated fair value gains and losses, recognised in the net investment hedge reserve, are reclassified from comprehensive income to profit or loss on the disposal or partial disposal of the foreign operation.Changes in the fair value of derivative instruments that do not qualify for hedge accounting under IAS 39 are recognised in profit or loss.

Other financial assets and liabilities

Other financial assets that Group companies intend and are able to hold to maturity and other financial liabilities are recognised at the fair value of the purchase consideration at the settlement date, with assets being increased and liabilities being reduced by transaction costs directly attributable to the purchase of the assets or issuance of the liabilities. After initial recognition, financial assets are measured at amortised cost using the original effective interest method.Financial assets and liabilities are derecognised when, following their sale or settlement, the Group is no longer involved in their management and has transferred all risks and rewards of ownership.Financial assets held for trading are recognised and measured at fair value through profit or loss. Other categories of financial asset classified as available-for-sale financial instruments are recognised and measured at fair value through comprehensive income and, consequently, in a specific equity reserve. The financial instruments in these categories have, to date, never been reclassified.

Financial assets also include the following considerations for assets held under concession:a) “takeover rights”, being the amount that will be unconditionally paid by an incoming operator on termination of the

concession;


b) the present value of minimum toll revenue guaranteed by the Grantor, representing an unconditional right to receive cash payments for construction services performed, regardless of the extent to which the public uses the service;

c) amounts due from public entities as grants or similar compensation relating to the construction of infrastructure (construction and/or upgrade services).

Fair value measurement and the fair value hierarchy

For all transactions or balances (financial or non-financial) for which an accounting standard requires or permits fair value measurement and which fall within the application of IFRS 13, the Group applies the following criteria:a) identification of the unit of account, defined as the level at which an asset or a liability is aggregated or disaggregated

in an IFRS for recognition purposes;b) identification of the principal market or, in the absence of such a market, the most advantageous market in

which the particular asset or liability to be measured could be traded; unless otherwise indicated, it is assumed that the market currently used coincides with the principal market or, in the absence of such a market, the most advantageous market;

c) definition for non-financial assets of the highest and best use of the asset; unless otherwise indicated, highest and best use is the same as the asset’s current use;

d) definition of valuation techniques that are appropriate for the measurement of fair value, maximising the use of relevant observable inputs that market participants would use when determining the price of an asset or liability;

e) determination of the fair value of assets, based on the price that would be received to sell an asset, and of liabilities and equity instruments, based on the price paid to transfer a liability in an orderly transaction between market participants at the measurement date;

f) inclusion of non-performance risk in the measurement of assets and liabilities and above all, in the case of financial instruments, determination of a valuation adjustment when measuring fair value to include, in addition to counterparty risk (CVA - credit valuation adjustment), the own credit risk (DVA - debit valuation adjustment).

Based on the inputs used for fair value measurement, a fair value hierarchy for classifying the assets and liabilities measured at fair value, or the fair value of which is disclosed in the financial statements, has been identified:a) level 1: includes quoted prices in active markets for identical assets or liabilities;b) level 2: includes inputs other than quoted prices included within level 1 that are observable, such as the following:

i) quoted prices for similar assets or liabilities in active markets; ii) quoted prices for similar or identical assets or liabilities in markets that are not active; iii) other observable inputs (interest rate and yield curves, implied volatilities and credit spreads);

c) level 3: unobservable inputs used to the extent that observable data is not available. The unobservable inputs used for fair value measurement should reflect the assumptions that market participants would use when pricing the asset or liability being measured.

Definitions of the fair value hierarchy level in which individual financial instruments measured at fair value have been classified, or for which the fair value is disclosed in the financial statements, are provided in the notes to individual components of the financial statements.There are no assets or liabilities classifiable in level 3 of the fair value hierarchy.No transfers between the various levels of the fair value hierarchy took place during the year.

The fair value of derivative financial instruments is based on expected cash flows that are discounted at rates derived from the market yield curve at the measurement date and the curve for listed credit default swaps entered into by the counterparty and Group companies, to include the non-performance risk explicitly provided for by IFRS 13. In the case of medium/long-term financial instruments, other than derivatives, where market prices are not available, the fair value is determined by discounting expected cash flows, using the market yield curve at the measurement date and taking into account counterparty risk in the case of financial assets and the own credit risk in the case of financial liabilities.

Provisions for construction services required by contract and other provisions

“Provisions for construction services required by contract” relate to specific contractual obligations having regard to motorway expansion and upgrading for which the operator receives no additional economic benefit. Since the performance of such obligations is treated as part of the consideration for the concession, an amount equal to the fair


value of future construction services (equal to the present value of the services, less the portion covered by grants, and excluding any financial expenses that may be incurred during provision of the services) is initially recognised. The double entry is concession rights for works without additional economic benefits. The fair value of the residual liability for future construction services (equal to their present value, less the portion covered by grants, and excluding any financial expenses that may be incurred during provision of the services) is periodically reassessed and changes to the measurement of the liabilities (such as, for example, changes to the estimated cash outflows necessary to discharge the obligation, a change in the discount rate or a change in the construction period) are recognised as a matching increase or reduction in the corresponding intangible asset. Any increase in provisions to reflect the time value of money is recognised as a financial expense.Other provisions are made when: (i) the Group has a present (actual or constructive) obligation as a result of a past event; (ii) it is probable that an outflow of resources will be required to settle the obligation; and (iii) the related amount can be reliably estimated.

Provisions are measured on the basis of management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. If the discount to present value is material, provisions are determined by discounting future expected cash flows to their present value at a rate that reflects the market view of the time value of money. Subsequent to the computation of present value, the increase in provisions over time is recognised as a financial expense.“Provisions for the repair and replacement of motorway infrastructure” cover the liability represented by the contractual obligation to repair and replace motorway infrastructure, as required by the concession arrangements entered into by the Group’s motorway operators and the respective grantors. These provisions are calculated on the basis of the usage and wear and tear of motorways at the end of the reporting period, taking into account, if material, the time value of money.

Employee benefits

Short-term employee benefits, provided during the period of employment, are recognised on an accruals basis as the accrued liability at the end of the reporting period.Liabilities deriving from other medium/long-term employee benefits are recognised in the vesting period, less any plan assets and advance payments made. They are determined on the basis of actuarial assumptions and, if material, recognised on an accruals basis in line with the period of service necessary to obtain the benefit.Medium/long-term post-employment benefits in the form of defined benefit plans are recognised at the amount accrued at the end of the reporting period.Post-employment benefits delivered at the same time or after the termination of employment in the form of defined benefit plans are recognised in the vesting period, less any plan assets and advance payments made. Such defined benefit plans primarily regard the obligation as determined on the basis of actuarial assumptions and recognised on an accruals basis in line with the period of service necessary to obtain the benefit. The obligation is calculated by independent actuaries. Any resulting actuarial gain or loss is recognised in full in other comprehensive income in the period to which it relates.

Non-current assets held for sale, assets and liabilities included in disposal groups and/or related to discontinued operations

Where the carrying amount of non-current assets held for sale, or of assets and liabilities included in disposal groups and/or related to discontinued operations is to be recovered primarily through sale rather than through continued use, these items are presented separately in the statement of financial position.Immediately prior to being classified as held for sale, each asset and liability is recognised under the specific IFRS applicable and subsequently accounted for at the lower of the carrying amount and fair value. Any impairment losses are recognised immediately in the income statement.

Disposal groups or discontinuing operations are recognised in profit or loss as discontinued operations provided the following conditions are met:a) they represent a major line of business or geographical area of operation;b) they are part of a single coordinated plan to dispose of a separate major line of business or geographical area of

operation;c) they are subsidiaries acquired exclusively with a view to resale.


After tax gains and losses resulting from the management or sale of such operations are recognised as one amount in profit or loss with comparatives.

Revenue

Revenue is recognised when the fair value can be reliably measured and it is probable that the economic benefits associated with the transactions will flow to the Group. Depending on the type of transaction, revenue is recognised on the basis of the following specific criteria: a) toll revenue is accrued with reference to traffic volumes;b) to the extent, for sales of goods, that significant risks and rewards of ownership are transferred to the buyer;c) the provision of services is prorated to percentage of completion of work, based on the previously described criteria

used for “construction contracts and services in progress”, which also include the construction and/or upgrade services provided to grantors, in application of IFRIC 12. When service revenue cannot be reliably determined, it is only recognised to the extent that expenses are considered to be recoverable;

d) rental income or royalties, on an accruals basis, based on the agreed terms and conditions of the contract;e) interest income (and interest expense) is calculated with reference to amount of the financial asset or liability, in

accordance with the effective interest method;f) dividend income is recognised when the right to receive payment is established.

Government grants

Government grants are accounted for at fair value when: (i) the related amount can be reliably determined and there is reasonable certainty that (ii) they will be received and that (iii) the conditions attaching to them will be satisfied. Grants related to income are accounted for in the income statement for the accounting period in which they accrue, in line with the corresponding costs.Grants received for investment in motorways and airports are accounted for as construction service revenue, as explained in the note on “Construction contracts and services work in progress”.Grants related to assets received to fund development projects and activities are accounted for in liabilities, and are subsequently recognised as operating income, in line with depreciation of the assets to which they refer.Any grants received to fund investment in property, plant and equipment are accounted for as a reduction in the cost of the asset to which they refer and result in a reduction in depreciation.

Income taxes

Income taxes are recognised on the basis of an estimate of tax expense to be paid, in compliance with the regulations in force, as applicable to each Group company.Income tax payables are reported under current tax liabilities in the statement of financial position less any advance payments of taxes. Any overpayments of IRAP are recognised as current tax assets.

Deferred tax assets and liabilities are determined on the basis of temporary differences between the carrying amounts of assets and liabilities as in the Company’s books, resulting from application of the accounting policies described in note 3, and the corresponding tax bases, resulting from application of the tax regulations in force in the country relevant to each subsidiary, as follows:a) deferred tax assets are only recognised to the extent that it is probable that future taxable profits will be available

against which the asset can be utilised;b) deferred tax liabilities are always recognised.

The Parent Company, Atlantia SpA, has again operated a tax consolidation arrangement for 2015, in which Autostrade per l’Italia and certain of its Italian-registered subsidiaries participate.

Share-based payments

The cost of services provided by directors and/or employees remunerated through share-based incentive plans, and settled through the award of financial instruments, is based on the fair value of the rights at the grant date. Fair value


is computed using actuarial assumptions and with reference to all characteristics, at the grant date (vesting period, any consideration due and conditions of exercise, etc.), of the rights and the plan’s underlying securities. The obligation is determined by independent actuaries. The cost of these plans is recognised in profit or loss, with a contra-entry in equity, over the vesting period, based on a best estimate of the number of options that will vest.The cost of any services provided by Directors and/or employees and remunerated through share-based payments, but settled in cash, is instead measured at the fair value of the liability assumed and recognised in profit or loss, with a contra entry in liabilities, over the vesting period, based on a best estimate of the number of options that will vest. Fair value is remeasured at the end of each reporting period until such time as the liability is settled, with any changes recognised in profit or loss.

Impairment of assets and reversals (impairment testing)

At the end of the reporting period, the Group tests property, plant and equipment, intangible assets, financial assets and investments for impairment. If there are indications that these assets have been impaired, the value of such assets is estimated in order to verify the recoverability of the carrying amounts and eventually measure the amount of the impairment loss. Irrespective of whether there is an indication of impairment, intangible assets with indefinite lives and those which are not yet available for use are tested for impairment at least annually, or more frequently, if an event has occurred or there has been a change in circumstances that could cause an impairment.If it is not possible to estimate the recoverable amounts of individual assets, the recoverable amount of the cash-generating unit to which a particular asset belongs is estimated.This entails estimating the recoverable amount of the asset (represented by the higher of the asset’s fair value less costs to sell and its value in use) and comparing it with the carrying amount. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount is reduced to its recoverable amount. In calculating value in use, expected future pre-tax cash flow is discounted using a pre-tax rate that reflects current market assessments of the cost of capital which embodies the time value of money and the risks specific to the business. In estimating an operating CGU’s future cash flows, after-tax cash flows and discount rates are used because the results are substantially the same as pre-tax computations.Impairments are recognised in profit or loss in a variety of classifications depending on the nature of the impaired asset. Losses are reversed if the circumstances that resulted in the loss no longer exist, provided that the reversal does not exceed the cumulative impairment losses previously recognised, unless the impairment loss relates to goodwill and investments measured at cost, where the related fair value cannot be reliably determined.

Estimates and judgements

Preparation of financial statements in compliance with IFRS involves the use of estimates and judgements, which are reflected in the measurement of the carrying amounts of assets and liabilities and in the disclosures provided in the notes to the financial statements, including contingent assets and liabilities at the end of the reporting period. These estimates are primarily used in determining amortisation and depreciation, impairment testing of assets (including the measurement of receivables), provisions, employee benefits, the fair value of financial assets and liabilities, and deferred tax assets and liabilities.The amounts subsequently recognised may, therefore, differ from these estimates. Moreover, these estimates and judgements are periodically reviewed and updated, and the resulting effects of each change immediately recognised in the financial statements.

Translation of foreign currency items

The reporting package of each consolidated enterprise is prepared using the functional currency of the economy in which the enterprise operates. Transactions in currencies other than the functional currency are recognised by application of the exchange rate at the transaction date. Assets and liabilities denominated in currencies other than the functional currency are, subsequently, remeasured by application of the exchange rate at the end of the reporting period. Any exchange differences on remeasurement are recognised in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies and recognised at historical cost are translated using the exchange rate at the date of initial recognition.Translation of the liabilities, assets, goodwill and consolidation adjustments shown in the reporting packages of consolidated companies with functional currencies other than the euro is made at the closing rate of exchange, whereas


the average rate of exchange is used for income statement items to the extent that they approximate the transaction date rate or the rate during the period of consolidation, if lower. All resultant exchange differences are recognised directly in comprehensive income and reclassified to profit or loss upon the loss of control of the investment and the resulting deconsolidation.

Earnings per share

Basic earnings per share is computed by dividing profit attributable to owners of the parent by the weighted average number of shares outstanding during the accounting period.Diluted earnings per share is computed by dividing profit attributable to owners of the parent by the above weighted average, also taking into account the effects deriving from the subscription, exercise or conversion of all potential shares that may be issued as a result of the exercise of any outstanding rights.

New accounting standards and interpretations, or revisions and amendments of existing standards, that have either yet to come into effect

As required by IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors”, this section describes new accounting standards and interpretations, and amendments of existing standards and interpretations that are already applicable, but that have either yet to come into effect at the reporting date, and that may in the future be applied in the Group’s consolidated financial statements:

Name of document Effective date of IASB document

Date of EU endorsement

New accounting standards and interpretations

IFRS 9 - Financial Instruments 1 January 2018 Not endorsed

IFRS 15 - Revenue from Contracts with Customers 1 January 2018 Not endorsed

Amendments to existing standards and interpretations

Amendments to IAS 1 - Disclosure Initiative 1 January 2016 December 2015

Amendments to IAS 16 and IAS 38 - Clarification of Acceptable Methods of Depreciation and Amortisation 1 January 2016 December 2015

Amendments to IFRS 11 - Accounting for Acquisitions of Interests in Joint Operation 1 January 2016 November 2015

Annual Improvements to IFRSs: 2010-2012 1 febbraio 2015 December 2014

Annual Improvements to IFRSs: 2012-2014 1 January 2016 December 2015

IFRS 9 - Financial InstrumentsIn July 2014, the IASB published the final version of IFRS 9, the standard created to replace the existing IAS 39 for the classification and measurement of financial instruments.

The standard introduces new rules for the classification and measurement of financial instruments, a new impairment model for financial assets and a new hedge accounting model.

Classification and measurementIFRS 9 envisages a single approach for the assessment and classification of all financial assets, including those containing embedded derivatives. The classification and related measurement is driven by both the business model in which the financial asset is held and the contractual cash flow characteristics of the asset.

The financial asset is measured at amortised cost subject to both of the following conditions:a) the asset is held in conjunction with a business model whose objective is to hold assets in order to collect contractual

cash flows; andb) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of

principal and interest on the principal amount outstanding.

The financial asset is measured at fair value, with any changes recognised in comprehensive income, if the objectives of the business model are to hold the financial asset to collect the contractual cash flows, or to sell it.


Finally, the standard envisages a residual category of financial asset measured at fair value through profit or loss, which includes assets held for trading.A financial asset meeting the conditions to be classified and measured at amortised cost may, on initial recognition, be designated as a financial asset at fair value through profit or loss, to the extent that this accounting treatment would eliminate or significantly reduce a measurement or recognition inconsistency (sometimes referred to as an “accounting mismatch”) that would otherwise arise from measuring assets or liabilities or recognising the gains and losses on them on different bases.In addition, the new standard provides that an entity may, with respect to investments in equity instruments, which consequently may not be carried and measured at amortised cost unless such instruments are shares that are not held for trading but rather for strategic reasons, make an irrevocable election on initial recognition to present changes in the fair value in comprehensive income. The new IFRS 9, on the other hand, has confirmed the provisions of IAS 39 for financial liabilities including the relative measurement at amortised cost or, in specific circumstances, at fair value through profit or loss.

The requirements of IAS 39 that have been changed are primarily:a) the reporting of changes in fair value in connection with the credit risk of certain liabilities, which IFRS 9 requires to

be recognised in comprehensive income rather than in profit or loss as movements in fair value as a result of other risks;

b) the elimination of the option to measure, at amortised cost, financial liabilities consisting of derivative financial instruments entailing the delivery of unlisted equity instruments. The consequence of the change is that all derivative financial instruments must now be recognised at fair value.

ImpairmentIFRS 9 has defined a new impairment model for financial assets, with the objective of providing the users of financial statements with more useful information about an entity’s expected losses. The model requires an entity to recognise expected credit losses at all times and to update the amount of expected losses recognised at each reporting date to reflect changes in the credit risk of the financial instruments. It is, therefore, no longer necessary to wait for evidence of a trigger event before testing for impairment and recognition of a credit loss.All financial instruments must be tested for impairment, with the exception of those measured at fair value through profit or loss.

Hedge accountingThe most important changes introduced by IFRS 9 regard:a) the extended scope of the risks eligible for hedge accounting, to include those to which non-financial assets and

liabilities are exposed, also permitting the designation of groups and net positions as hedged items, also including any derivatives;

b) the option of designating a financial instrument at fair value through profit or loss as a hedging instrument;c) the alternative method of accounting for forwards and options, when included in a hedge accounting relationship;d) changes to the method of conducting hedge effectiveness tests, following introduction of the principle of the

“economic relationship” between the hedged item and the hedging instrument; in addition, retrospective hedge effectiveness testing is no longer required;

e) the possibility of “rebalancing” an existing hedge where the risk management objectives continue to be valid.

IFRS 15 - Revenue from Contracts with CustomersOn 28 May the IASB published the new standard, IFRS 15. IFRS 15 replaces the previous IAS 18, in addition to IAS 11, regarding contract work, and the related interpretations, IFRIC 13, IFRIC 15, IFRIC 18 and SIC 31.IFRS 15 establishes the standards to follow in recognising revenue from contracts with customers, with the exception of contracts falling within the scope of application of standards governing leases, insurance contracts and financial instruments.The new standard provides an overall framework for identifying the timing and amount of revenue to be recognised in the financial statements. Based on the new standard, the amount recognised as revenue by an entity must reflect the consideration to which the entity is entitled in exchange for goods transferred to the customer and/or services rendered. This revenue is to be recognised when the entity has satisfied its performance obligations under the contract. In addition, in recognising revenue, the standard stresses the need to assess the likelihood of obtaining/collecting the economic benefits linked to the proceeds. In the case of contract work in progress, currently governed by IAS 11, the


new standard introduces the requirement to recognise revenue taking into account the effect of discounting to present value resulting from the deferral of collections over time. If it is not possible to retrospectively apply the new standard, a modified approach can be used upon first-time adoption. Under this approach, the effects of application of the new standard must be recognised in opening equity at the beginning of the reporting period of first-time adoption.

Amendments to IAS 1 - Disclosure InitiativeIn December 2014, the IASB published a number of amendments to IAS 1, in order to clarify the disclosures to be included in the notes to financial statements.

A number of changes have been made to the disclosures to be provided regarding:a) the concept of materiality, relating to the relevance of the information to be provided in financial statements;b) the items to be presented in the financial statements;c) the structure of the notes;d) the accounting policies;e) the basis of presentation in the statement of comprehensive income of profits and losses attributable to investments

accounted for using the equity method.

Given that the amendments regard the classification of items in the financial statements and the disclosures to be included in the notes, they will not have any impact on amounts in the Group’s consolidated financial statements.

Amendments to IAS 16 and IAS 38 - Clarification of Acceptable Methods of Depreciation and AmortisationIn May 2014, the IASB published a number of amendments to IAS 16 - Property, Plant and Equipment, and IAS 38 - Intangible Assets.The amendments provide clarification regarding acceptable methods of depreciation and amortisation under the above standards. Above all, whilst reiterating that the method of depreciation or amortisation used must reflect the expected pattern of consumption of the future economic benefits embodied in the asset, the amendments introduce the presumption that a revenue-based method of depreciation or amortisation is not appropriate. This is because the IASB believes that revenue generated by an asset reflects factors not directly linked to consumption of the economic benefits embodied in the asset.In the case of intangible assets, the IASB has also specified that in choosing which method of amortisation to use, the entity must take into account the predominant, limiting factors inherent in the intangible asset, and that the above presumption may only be overcome in limited circumstances, when, for example, (i) the intangible asset is expressed as a measure of revenue that can be obtained from the asset, or (ii) when it can be demonstrated that revenue and the consumption of economic benefits of the intangible asset are highly correlated.

Amendments to IFRS 11 - Accounting for Acquisitions of Interests in Joint OperationsOn 6 May 2014, the IASB published a number of amendments to IFRS 11 - Joint Arrangements. The aim of the amendments is to clarify the accounting, by investors, of the acquisition of an interest in a joint operation that constitutes or contains a business.

Annual Improvements to IFRSs: 2010-2012The IASB published “Annual Improvements to IFRSs: 2010-2012 Cycle” on 12 December 2013.

The principal amendments that could be relevant to the Group are:a) IFRS 2 - Share-based Payment: amendments have been made to the definitions of “vesting condition” and “market

condition” and further definitions for “performance condition” and “service condition” have been added, for the recognition of share-based benefit plans;

b) IFRS 8 - Operating Segments: the amendments require disclosure of the judgements made by management in applying the aggregation criteria for operating segments, including a description of the aggregate operating segments and the economic indicators assessed in determining if the operating segments have “similar economic characteristics”. In addition, the reconciliation of the total of the reportable segment’s assets to the entity’s total assets should only be disclosed if the total of the reportable segment’s assets is regularly provided to the chief operating decision maker.


Annual Improvements to IFRSs: 2012-2014The IASB published “Annual Improvements to IFRSs: 2012-2014 Cycle” on 25 September 2014.

The principal amendments that could be relevant to the Group are:a) IFRS 7 - Financial Instruments: Disclosures: the amendments eliminate uncertainty regarding when disclosures

regarding the offsetting of financial assets and liabilities (that came into effect from accounting periods beginning on or after 1 January 2013) must be included in interim financial statements; the document clarifies that fact that offsetting disclosures are not explicitly required for all interim financial statements. However, such disclosures may be necessary in order to meet the requirements of IAS 34, if the disclosure is material;

b) IAS 19 - Employee Benefits: the document clarifies that the high-quality corporate bonds used in estimating the discount rate for post-employment benefits should be denominated in the same currency as the benefits to be paid. The changes also establish that the depth of the market for such bonds should be assessed at currency level;

c) IAS 34 - Interim Financial Statements: changes have been introduced to clarify the requirements when the required disclosures are presented in the interim financial report, but not in the interim financial statements. Such disclosures may be included by including a reference in the interim financial statements to elsewhere in the interim financial report, provided that the latter document is available to readers of the interim financial statements in the same way and at the same time as the interim financial statements.

The effect of the future application of newly issued standards and interpretations, as well as all revisions and amendments to existing standards, with the exception of those regarding IAS 1, is currently being evaluated by the Group. The impact cannot currently be reasonably estimated.


The Group’s core business is the operation of motorways under concessions held by Group companies. The purpose of the concessions is the construction and operation of motorway infrastructure (in Italy and abroad).Essential information regarding the concessions held by Group companies is set out below.Further details of events of a regulatory nature, linked to the Group’s concession arrangements, during the year are provided in note 10.7 “Significant legal and regulatory aspects”.

Italian motorways

Existing concessions establish the right for motorway operators to demand tolls from motorway users. Tolls are revised annually through a toll formula contained in the specific individual concession arrangements. On the other hand, operators have an obligation to pay concession fees, to expand and modernise the motorway infrastructure operated under the concessions, and to maintain and operate the motorways. Concessions are not automatically renewed on expiry but are publicly re-tendered in accordance with laws as may be in effect from time to time. This consequently entails the handover free of charge of all assets in a good state of repair by the operator to the Grantor, unless the concession provides for a payment by a replacement operator of the residual carrying amount of assets to be handed over.

The only developments affecting the motorway concessions held by the Group’s Italian companies in 2015 are the following:a) the signature by the Ministry of Infrastructure and Transport and Autostrade per l’Italia, on 10 December 2015, of

the II Addendum to the Single Concession Arrangement, which has added the Casalecchio-Northbound interchange to Autostrade per l’Italia’s investment commitments, at a cost of up to E157,875 thousand;

b) the fact that the process of revising the financial plans of Raccordo Autostradale Valle d’Aosta, Tangenziale di Napoli and Società Autostrada Tirrenica is still in progress.

Further details of both the above aspects are provided in note 10.7 “Significant legal and regulatory aspects”.

With the exception of the above, there were no further changes during 2015 to report regarding the concession arrangements to which the Group’s Italian companies are party.

In addition, with regard to Autostrade per l’Italia’s concession, the company is in the process of implementing a programme of investment in major infrastructure projects (including the works envisaged in the Concession Arrangement of 1997, the IV Addendum of 2002 and other investment), worth approximately E16.0 billion, including approximately E9.2 billion already completed as at 31 December 2015 (E8.5 billion as at 31 December 2014). The investment programme, which forms part of the Company’s financial plan, updated to December 2013, essentially regards the upgrade of existing motorways.

With regard to the concession held by Autostrade Meridionali, which expired on 31 December 2012, the company is continuing to operate the relevant motorway (the A3 Naples-Salerno) under a contract extension, in accordance with the terms of the previous arrangement, and whilst awaiting the conclusion of the tender process that will select the new operator to take over operation of the motorway. Further information is provided in note 10.7.

Overseas motorways

BrazilThe concessions held by the Group’s Brazilian companies also envisage a series of obligations relating to the construction, expansion, modernisation, maintenance and operation of the motorways covered by the concession arrangements, in return for the right to charge motorway users a toll, revised annually on the basis of inflation.

4. Concessions


The following should be noted with regard to operators’ investment commitments:a) Triangulo do Sol has residual investment commitments, under its concession arrangement, of approximately 89

million reals (equal to approximately E21 million at the closing exchange rate at the end of 2015);b) Rodovias das Colinas is currently engaged in widening the existing sections, with the remaining amount to be

invested totalling approximately 184 million Brazilian reals (equal to approximately E43 million at the closing exchange rate at the end of 2015). Work is scheduled for completion in 2019;

c) Rodovias MG050 is currently carrying out work designed to upgrade the section of motorway. The remaining value of the works to be carried out is approximately 564 million Brazilian reals (equal to approximately E131 million at the closing exchange rate at the end of 2015).

On expiry, the concessions are publicly re-tendered and all the motorway assets built by the operator must be handed over to the Grantor free of charge in a good state of repair.

ChileThe concessions held by Group companies establish the right for motorway operators to charge motorway users a toll which may be subject to a minimum guaranteed by the Grantor. These tolls are revised annually on the basis of inflation and, in certain cases, other parameters represented by unconditional increases (3.5% for the concessions held by Costanera Norte, Vespucio Sur and Nororiente, 1.5% for AMB) and/or quality indicators. The operators have specific obligations: the payment of concession fees, the expansion and/or upgrade of the motorways covered by their concession arrangements and maintainance and operation of the motorways. On expiry, the concessions are publicly re-tendered and all the motorway assets built by the operator handed over to the Grantor free of charge in a good state of repair. The concessions held by Nororiente and AMB will expire on reaching specific thresholds for revenue (in real terms) and, in any event, not beyond a certain date.The investment programme to which the operator, Costanera Norte, is committed, named “Programma Santiago Centro Oriente” (or “CC7”), covers seven projects designed to eliminate the principal bottlenecks on the section operated under concession. The total value of the work to be carried out is around 250 billion Chilean pesos (approximately E338 million1), with approximately 52% of the work completed at the end of 2015. The agreement with the Chilean government envisages that the operator will receive specific payment from the grantor in return for the above construction services, including an amount to be paid on the expiry of the concession term designed to guarantee a minimum return, and a share of the increase in revenue deriving from the installation of new tollgates.

Finally, the operator, AMB, has plans in place for the construction of the remaining 8-km section of the total of 10 km covered by the concession at an estimated cost of approximately 22 billion Chilean pesos (equal to E28 million at the closing exchange rate at the end of 2015). Work should start in 2016 and be completed in 2018. This investment is included in the company’s financial plan.

PolandStalexport Autostrada Malopolska, holds a concession requiring implementation of an investment programme and the obligation to operate and maintain the specific section of motorway covered by its concession arrangement. In return for the services rendered, the operator has the right to charge motorway users a toll. The concession arrangement has capped the tolls that may be charged, although the cap may rise in line with inflation and growth in Poland’s GDP. The tolls currently applied are well below the cap. The concession arrangement envisages a profit sharing scheme, with the share of the profits to be passed on to the State rising in line with increases in shareholder returns. Completion of the second and final phase of the investment and maintenance programme is currently in progress. The operator has residual investment commitments, under its concession arrangement, of approximately 344 million zloty (equal to approximately E81 million at the closing exchange rate for 2015).On expiry, the concession is to be transferred to the Grantor and the motorway infrastructure must have at least 50% of its remaining usful life.

(1) The amounts for previous years are converted at the average exchange rate for the year in question, whilst the closing exchange rate at the end of 2015 has been used to convert the amounts for 2016 and future years.


Country Operator Section of motorway Km in service

Expiry date

Italian motorwaysItaly Autostrade per l’Italia A1 Milan-Naples 803.5

A4 Milan-Brescia 93.5A7 Genoa-Serravalle 50.0A8/9 Milan-laghi 77.7A8/A26 link road 24.0A10 Genoa-Savona 45.5A11 Florence-Pisa North 81.7A12 Genoa-Sestri Levante 48.7A12 Rome-Civitavecchia 65.4A13 Bologna-Padua 127.3A14 Bologna-Taranto 781.4A16 Naples-Canosa 172.3A23 Udine-Tarvisio 101.2A26 Genoa-Gravellona Toce 244.9A27 Mestre-Belluno 82.2A30 Caserta-Salerno 55.3Total 2,854.6 31 December 2038

Autostrade Meridionali (1) A3 Naples-Salerno 51.6 31 December 2012

Raccordo Autostradale Valle d’Aosta A5 Aosta-Monte Bianco 32.3 31 December 2032Tangenziale di Napoli Naples ring road 20.2 31 December 2037Società Autostrada Tirrenica A12 Livorno-Civitavecchia 40.1 31 December 2046Società Italiana pA per il Traforo del Monte Bianco Mont Blanc tunnel 5.8 31 December 2050

Overseas motorwaysBrazil Triangulo do Sol Auto-Estradas SP 310 Rodovia Washington Luis 442.0 18 July 2021

SP326 Rodovia Brigadeiro Faria LimaSP333 Rodovia Carlos Tonani, Nemesio Cadetti and Laurentino Mascari

Rodovias das Colinas SP075-Itu/Campinas 307.0 1 July 2028SP127-Rio Claro/Tatuí SP280-Itu/Tatuí SP300-Jundiaí/TietêSPI-102/300

Concessionaria da Rodovia MG050 MG-050 372.0 12 June 2032BR-265BR-491

Chile Sociedad Concesionaria de Los Lagos Rio Bueno-Puerto Montt (Chile) 135.0 20 September 2023Sociedad Concesionaria Litoral Central Nuevo Camino Costero: Cartagena Algarrobo 80.6 16 November 2031

Camino Algarrobo-Casablanca (Ruta F-90)Camino Costero Interior (Ruta F-962-G)

Sociedad Concesionaria Vespucio Sur Ruta 78-General Velàsquez 23.5 6 December 2032General Velàsquez-Ruta 5 SurRuta 5 Sur-Nuevo Acceso Sur a SantiagoNuevo Acceso Sur a Santiago-Av. Vicuna MackennaAv. Vicuna Mackenna-Av. Grecia

Sociedad Concesionaria Costanera Norte Puente La Dehesa-Puente Centenario 43.0 30 June 2033Puente Centenario-VivacetaVivaceta-A, VespucioEstoril-Puente Lo Saldes

Sociedad Concesionaria Autopista Nororiente (2) Sector Oriente: Enlace Centenario-Enlace Av. Del Valle 21.5 7 January 2044Sector Poniente: Enlace Av. Del Valle-Enlace Ruta 5 Norte

Sociedad Concesionaria AMB (3) Tramo A 10.0 2020Tramo B

Poland Stalexport Autostrada Malopolska A4 Krakow-Katowice (Poland) 61.0 15 March 2027

(1) In compliance with the concession arrangement, in December 2012 the Grantor asked Autostrade Meridionali to continue operating the motorway after 1 January 2013, in accordance with the terms and conditions of the existing arrangement.

(2) Estimated date: the concession will expire when the net present value of the revenues received since the start date of the concession, discounted at the real rate of 9.5%, reaches the agreed threshold of E360 million and, in any event, no later than 2044.

(3) Estimated date: the concession will expire when the net present value of the revenues received since the start date of the concession, discounted at the real rate of 9.0%, reaches the agreed threshold of E40 million and, in any event, no later than 2048.


In addition to the Parent Company, Autostrade per l’Italia, companies are consolidated when Autostrade per l’Italia SpA exercises control as a result of its direct or indirect ownership of a majority of the voting power of the relevant entities (including potential voting rights resulting from currently exercisable options), or because, as a result of other events or circumstances that (regardless of its percentage interest in the entity) mean it has power over the investee, exposure, or rights, to variable returns from its involvement with the investee, and the ability to use its power over the investee to affect the amount of the investor’s returns. Subsidiaries are consolidated using the line-by-line method and are listed in Annex 1.One company listed in Annex 1 has not been consolidated due to its quantitative and qualitative immateriality to a true and fair view of the Group’s financial position, results of operations and cash flows, as a result of its operational insignificance.

All entities over which control is exercised are consolidated from the date on which the Group gains control. Entities are deconsolidated from the date on which the Group ceases to exercise control, as defined above.

Companies are, in part, consolidated on the basis of the specific reporting packages prepared by each consolidated company, as of the end of the reporting period and in compliance with the IFRS accounting policies adopted by the Group. Companies are consolidated according to the following criteria and procedures:a) use of the line-by-line method, entailing the reporting of non-controlling interests in equity and profit or loss and the

recognition of all assets, liabilities, revenues and costs, regardless of percentage ownership;b) elimination of intercompany assets, liabilities, revenues and costs, including the reversal of unrealised profits and

losses on transactions between consolidated companies and recognition of the consequent deferred taxation;c) reversal of intercompany dividends and reallocation to the relevant opening equity reserves;d) netting of the carrying amount of investments in consolidated companies against the corresponding amount of

equity, with any resultant positive and/or negative differences being debited/credited to the relevant balance sheet accounts (assets, liabilities and equity), as determined on the acquisition date of each investment and adjusted for subsequent variations. Following the acquisition of control, any acquisition of further interests from non-controlling shareholders, or the sale of interests to such shareholders not resulting in the loss of control, are accounted for as owner transactions and the related changes recognsied directly in equity; any resulting difference between the amount of the change in equity attributable to non-controlling interests and cash and cash equivalents exchanged are recognised directly in equity attributable to owners of the Parent;

e) translation of the reporting packages of consolidated companies in functional currencies other than the euro applying the method prevsiously described in the policy regarding the “Translation of foreign currency items”, included in note 3.

The exchange rates, shown below, used for the translation of reporting packages denominated in functional currencies other than the euro, were obtained from the Bank of Italy:

Currencies 2015 2014

Spot exchange rate

31 December

Average exchange rate

for year

Spot exchange rate

31 December

Average exchange rate

for year

Euro/US Dollar 1.089 1.110 1.214 1.329

Euro/Polish Zloty 4.264 4.184 4.273 4.184

Euro/Chilean Peso 772.713 726.406 737.297 756.933

Euro/Brazilian Real 4.312 3.700 3.221 3.121

Euro/Indian Rupee 72.022 71.196 76.719 81.041

The scope of consolidation at 31 December 2015 differs from the scope used at 31 December 2014, following the Group’s acquisition of a controlling interest in Autostrade Tirrenica (SAT), as described in note 6.1 below.Finally, the liquidation of two companies, Ecomouv D&B and Telepass France, was completed in December 2015 (on 22 December 2015 and 28 December 2015, respectively). These companies have, therefore, not been consolidated from the dates of completion of their respective liquidations. Finally, during 2015, a number of transactions were carried out as part of a restructuring of the Group’s subsidiaries. In particular, the restructuring of the Brazilian sub-holding companies, described in note 6.2, was completed.

5. Scope of consolidation


6.1 Acquisition of control of Società Autostrada Tirrenica pA

On 25 February 2015, Autostrade per l’Italia which already owned 24.98% of Società Autostrada Tirrenica (SAT), agreed to acquire a further 74.95% stake in the company from SAT’s other existing shareholders, thus raising its total interest to 99.93%. The transaction was completed in September 2015, following the receipt of clearance from the Grantor, with Autostrade per l’Italia’s payment of a total consideration of E84.3 million.

SAT, which was a subsidiary of Autostrade per l’Italia until 2011, holds the concession for the A12 Livorno–Civitavecchia motorway. The related Single Concession Arrangement entered into with the Grantor in 2009 envisages an extension of the concession from 31 October 2028 to 31 December 2046, and execution of the work needed to complete the motorway through to Civitavecchia. In response to observations from the European Commission regarding, among other things, extension of the concession to 2046, on 14 October 2014 the Grantor sent SAT a draft addendum envisaging extension of the concession to 2043, completion of work on the Civitavecchia–Tarquinia section (in progress), and eventual completion of the motorway (in sections, if necessary) to be put out to tender. The draft addendum envisages that completion of the motorway will, in any event, be subject to fulfilment of the technical and financial conditions to be verified jointly by the grantor and the operator and execution of an addendum to the Concession Arrangement, with a viable financial plan attached. Subsequently, on 13 May 2015, a memorandum of understanding was signed by the Grantor, Tuscany Regional Authority, Lazio Regional Authority, Autostrade per l’Italia and SAT with an attached draft addendum which, whilst maintaining (i) the duration of the concession until 2043, (ii) a viable financial plan for the Civitavecchia–Tarquinia section and (iii) the obligation to put all the works out to tender, provides for a commitment from SAT to carry out the design work involved in improving the final designs for the Tarquinia–Ansedonia section, in preparing the final design and for the environmental impact study for the Ansedonia–Grosseto South section, and for the final design for improvements to the existing dual carriageway (the SS. 1 Variante Aurelia) between Grosseto South and San Pietro in Palazzi, retaining the current layout of the road. Performance of the above construction work is subject to positive outcomes of studies of the technical/design, financial and administrative feasibility to be conducted jointly by the Grantor and SAT, with regard to the above completion work, and execution of an addendum with a viable financial plan. Following a request from the Grantor on 5 June 2015, after further discussion with Italy’s representative office at the EU, on 24 June 2015 SAT prepared and submitted further versions of a financial plan, relating to (i) the sections in operation and the Civitavecchia–Tarquinia section under construction, and (ii) the entire Civitavecchia–San Pietro in Palazzi section of road, both expiring on 31 December 2040.

For the purposes of preparation of these consolidated financial statements, the transaction has been accounted for, in accordance with IFRS 3, using the acquisition method, which involved recognition of the fair value of the assets acquired and liabilities assumed.

The table below shows the carrying amounts of the net assets acquired, in addition to the fair values identified.

Em Carrying amount Fair value adjustments

Fair value and recognitIon

of effects of transaction

Net assets acquiredProperty, plant and equipment 0.3 0.3Intangible assets 287.2 58.8 346.0Non-current financial assets 4.4 4.4Other non-current assets 0.1 0.1Cash and cash equivalents 12.6 12.6Trading and other current assets 22.3 22.3Non-current financial liabilities -47.9 17.8 -30.1Deferred tax assets/(liabilities) 9.2 -23.9 -14.7Current financial liabilities -176.9 -176.9Provisions -8.5 -8.5Trading and other current liabilities -42.9 -42.9Total net assets acquired 59.9 52.7 112.6

Carrying amount of 24.98% interest already held in acquired company 28.2Non-controlling interests 0.1Consideration (A) 84.3Cash and cash equivalents acquired (B) -12.6

Net effective cash outflow for the acquisition (A + B) 71.7

6. Corporate actions


Completion of the measurement process has resulted in a net fair value adjustment to the net assets acquired of E52.7 million, reflecting recognition of the following:a) an increase in the value of the concession held by SAT, estimated at E58.8 million;b) a fair value adjustment of SAT’s non-interest bearing financial liability consisting of an amount payable to the former

Central Guarantee Fund (“Fondo Centrale di Garanzia”), with the recognition of an estimated reduction in the value of the liability of E17.8 million;

c) net deferred tax liabilities of E23.9 million.

From the date of its first-time consolidation to 31 December 2015, SAT generated total revenue of E21.3 million and a net loss of E0.1 million.Had the company been consolidated on a line-by-line basis from 1 January 2015, the Group’s consolidated revenue and consolidated profit for 2015 would have amounted to E5,112 million (including E649 million in revenue from construction services) and E1,135 million.

At the end of 2015, SAT completed the acquisition of own shares representing 0.06% of its issued capital. As at 31 December 2015, the Group holds a 99.99% interest in SAT.

6.2 Restructuring of the Group’s Brazilian operations

The Brazilian sub-holding companies underwent a comprehensive restructuring in the second half of 2015, with the aim of simplifying the corporate structure and shortening the chain of control over the locally owned motorway operators.In particular, following receipt of clearance from the competent local authorities, the reverse merger of Triângulo do Sol Participações with its former subsidiary, Atlantia Bertin Concessões, was carried out and a complete carve-out of the latter conducted, resulting in the merger of the four carved-out business units with and into the motorway operators, Rodovias das Colinas, Triângulo do Sol and Rodovias MG050 and the parent, Infra Bertin Participações.Finally, Infra Bertin Participações changed its name to AB Concessões, which has thus assumed the new role of holding company with direct control over the local motorway operators.The above restructuring resulted in the recognition of tax benefits (consisting of deferred tax assets) totalling E50 million (at the average euro/real exchange rate of 3.7 for 2015) for the operators, Rodovias das Colinas and Triângulo do Sol. A matching amount has been accounted for in the income statement for 2015.


The following notes provide information on items in the consolidated statement of financial position as at 31 December 2015. Comparative amounts as at 31 December 2014 are shown in brackets. Details of amounts in the consolidated statement of financial position deriving from related party transactions are provided in note 10.5.

7.1 Property, plant and equipment - E131,978 thousand (E126,823 thousand)

As at 31 December 2015, property, plant and equipment amounts to E131,978 thousand, compared with a carrying amount of E126,823 thousand as at 31 December 2014.

E000 31/12/2015 31/12/2014Cost Accumulated

depreciationCarrying amount

Cost Accumulated depreciation

Carrying amount

Property, plant and equipment 447,088 -321,559 125,529 429,654 -310,035 119,619Property, plant and equipment held under finance leases 3,286 -335 2,951 3,493 -222 3,271Investment property 12,558 -9,060 3,498 11,970 -8,037 3,933Property, plant and equipment 462,932 -330,954 131,978 445,117 -318,294 126,823

The following table provides details of property, plant and equipment at the beginning and end of the period, showing the original cost and accumulated depreciation at the end of the period.

The increase in the carrying amount with respect to 31 December 2014, amounting to E5,155 thousand, primarily reflects a combination of capital expenditure during the year, amounting to E43,768 thousand, and depreciation of E34,880 thousand, as shown in the following table.

E000 Carrying amount as at

31/12/2014

Changes during the year Carrying amount

as at31/12/2015

Additions Depreciation Impairments Disposals Net currency translation differences

Reclassifi-cations and

other adjustments

Changes in scope of

consolidation

Property, plant and equipmentLand 3,336 - - - - -19 -42 - 3,275Buildings 28,541 322 -1,909 - -41 5 1,141 - 28,059Plant and machinery 2,213 784 -584 - -15 -57 10 - 2,351Industrial and business equipment 40,147 11,247 -15,930 -8 -603 -155 5,404 242 40,344Other assets 36,385 22,684 -16,069 -1,254 -93 2 278 39 41,972Property, plant and equipment under construction and advance payments 8,997 8,731 - - -16 69 -8,264 11 9,528Total 119,619 43,768 -34,492 -1,262 -768 -155 -1,473 292 125,529

Property, plant and equipment held under finance leasesEquipment held under finance leases 14 - -3 - - - -10 - 1Other assets held under finance leases 3,257 - -160 - -9 -138 - - 2,950Total 3,271 - -163 - -9 -138 -10 - 2,951

Investment propertyLand 124 - - - - - 42 - 166Buildings 3,809 - -225 - -8 1 -245 - 3,332Total 3,933 - -225 - -8 1 -203 - 3,498Property, plant and equipment 126,823 43,768 -34,880 -1,262 -785 -292 -1,686 292 131,978

7. Notes to the consolidated statement of financial position


Investment property of E3,498 thousand as at 31 December 2015 refers to land and buildings not used in operations and is stated at cost. The total fair value of these assets is estimated to be E8.7 million, based on independent appraisals and information on property markets relevant to these types of investment property.

There were no significant changes in the expected useful lives of these assets during 2015.

Finally, as at 31 December 2015, property, plant and equipment is free of mortgages, liens or other collateral guarantees restricting use.

7.2 Intangible assets - E21,637,197 thousand (E21,918,049 thousand)

This item consists of:a) intangible assets deriving from concession rights, totalling E15,449,258 thousand (E15,748,202 thousand as at

31 December 2014), and regarding the following categories:1) rights acquired from third parties (E2,160,594 thousand), essentially reflecting the fair value of concession

rights recognised following the acquisitions of the Chilean and Brazilian companies in previous years;2) rights deriving from the commitment to perform construction services for which no additional economic benefits

are received (E8,440,514 thousand);3) rights deriving from construction services for which additional economic benefits are received (E4,748,603

thousand);4) rights deriving from construction services carried out by service area operators, represented by assets that

were handed over free of charge to the Group’s operators on expiry of the related sub-concessions (E99,547 thousand).

b) goodwill and other intangible assets with indefinite lives, totalling E6,111,330 thousand (E6,111,331 thousand as at 31 December 2014);

c) other intangible assets of E76,609 thousand (E58,516 thousand as at 31 December 2014).

E000 31/12/2015 31/12/2014

Cost Accumulated amortisation

Accumulated impairments

Carrying amount


Accumulated impairments

Carrying amount

Intangible assets deriving from concession rights 21,529,284 -5,885,279 -194,747 15,449,258 21,242,264 -5,299,193 -194,869 15,748,202

Goodwill and other intangible assets with indefinite lives 6,130,782 - -19,452 6,111,330 6,129,603 - -18,272 6,111,331

Other intangible assets 369,705 -289,297 -3,799 76,609 294,291 -232,777 -2,998 58,516

Intangible assets 28,029,771 -6,174,576 -217,998 21,637,197 27,666,158 -5,531,970 -216,139 21,918,049

Intangible assets recorded a net decrease of E280,852 thousand in 2015, primarily due to a combination of the following:a) amortisation for the year of E673,667 thousand; b) the negative impact of currency translation differences, accounting for a reduction of E423,339 thousand,

substantially due to the significant fall in the value of the Brazilian real against the euro; c) investment in construction services for which additional economic benefits are received, totalling E441,646

thousand;d) recognition of the intangible assets attributable to SAT from the date of the company’s first-time consolidation,

totalling E346,087 thousand, including the related gain accounted for in intangible assets deriving from concession rights (E58,842 thousand), following the acquisition of control in 2015;

e) investment in other intangible assets, totalling E33,453 thousand.


The following table shows intangible assets at the beginning and end of the period and changes during 2015 in the different categories of intangible asset.

E000 Carrying amount as at31/12/2014

Changes during the year Changes during the year Carrying amount as at31/12/2015Additions due

to completion of construction

services

Additions: purchases and capitalisations

Additions free of charge

Amortisation Changes due to revised

present value of contractual

obligations

Disposals Net currency translation differences

Reclassifications and other

adjustments

Change in scope of consolidation

Intangible assets deriving from concession rights

Acquired concession rights 2,479,907 - - - -95,054 - - -283,101 - 58,842 2,160,594

Concession rights accruing from construction services for which no additional economic benefits are received 8,824,429 - - - -369,991 9,018 - -8,057 -14,885 - 8,440,514

Concession rights accruing from construction services for which additional economic benefits are received 4,346,863 441,646 - - -180,488 - - -126,895 -19,417 286,894 4,748,603

Concession rights accruing from construction services provided by sub-operators 97,003 - - 6,577 -4,319 - - - - 286 99,547

Total 15,748,202 441,646 - 6,577 -649,852 9,018 - -418,053 -34,302 346,022 15,449,258

Goodwill and other intangible assets with indefinite lives

Goodwill 6,111,298 - - - - - - - - - 6,111,298

Trademarks 33 - - - - - - -1 - - 32

Total 6,111,331 - - - - - - -1 - - 6,111,330

Other intangible assets

Development costs 10,920 - 11,381 - -11,719 - - 26 7 54 10,669

Industrial patents and intellectual property rights 9,457 - 6,422 - -7,668 - - -457 146 3 7,903

Concessions and licenses 4,026 - 166 - -316 - - -155 737 - 4,458

Other 16,132 - 8,657 - -4,112 - -57 -6,581 13,334 - 27,373

Intangible assets under development and advance payments 17,981 - 6,827 - - - -394 1,882 -98 8 26,206

Total 58,516 - 33,453 - -23,815 - -451 -5,285 14,126 65 76,609

Intangible assets 21,918,049 441,646 33,453 6,577 -673,667 9,018 -451 -423,339 -20,176 346,087 21,637,197

There were no significant changes in the expected useful lives of intangible assets during the period.

In 2015, the Group invested a total of E1,074,370 thousand in assets held under concession (E858,332 thousand in 2014). In accordance with IFRIC 12 and as described in note 3, operating and financial expenses in connection with those assets were recognised in income by nature, as was the fair value of construction and upgrade services rendered (classified in “Revenue from construction services” and “Use of provisions for construction services required by contract”). The following analysis shows the various components of investment in assets held under concession effected through construction services, as also reported in the consolidated statement of cash flows.

E000 Note 2015 2014 Increase/(Decrease)

Use of provisions for construction services required by contract for which no additional economic benefits are received 7.13/8.10 504,872 399,528 105,344

Increase in intangible concession rights accruing from completed construction services for which additional economic benefits are received 8.2 441,646 372,041 69,605

Increase in financial assets deriving from motorway construction services 8.2 87,895 52,181 35,714

Revenue from government grants for construction services for which no additional economic benefits are received 7.13/8.2 39,957 34,582 5,375

Investment in assets held under concession 1,074,370 858,332 216,038


The following table shows intangible assets at the beginning and end of the period and changes during 2015 in the different categories of intangible asset.

E000 Carrying amount as at31/12/2014

Changes during the year Changes during the year Carrying amount as at31/12/2015Additions due

to completion of construction

services

Additions: purchases and capitalisations


Amortisation Changes due to revised

present value of contractual

obligations

Disposals Net currency translation differences

Reclassifications and other

adjustments

Change in scope of consolidation


Acquired concession rights 2,479,907 - - - -95,054 - - -283,101 - 58,842 2,160,594

Concession rights accruing from construction services for which no additional economic benefits are received 8,824,429 - - - -369,991 9,018 - -8,057 -14,885 - 8,440,514

Concession rights accruing from construction services for which additional economic benefits are received 4,346,863 441,646 - - -180,488 - - -126,895 -19,417 286,894 4,748,603

Concession rights accruing from construction services provided by sub-operators 97,003 - - 6,577 -4,319 - - - - 286 99,547

Total 15,748,202 441,646 - 6,577 -649,852 9,018 - -418,053 -34,302 346,022 15,449,258


Goodwill 6,111,298 - - - - - - - - - 6,111,298

Trademarks 33 - - - - - - -1 - - 32

Total 6,111,331 - - - - - - -1 - - 6,111,330


Development costs 10,920 - 11,381 - -11,719 - - 26 7 54 10,669

Industrial patents and intellectual property rights 9,457 - 6,422 - -7,668 - - -457 146 3 7,903

Concessions and licenses 4,026 - 166 - -316 - - -155 737 - 4,458

Other 16,132 - 8,657 - -4,112 - -57 -6,581 13,334 - 27,373

Intangible assets under development and advance payments 17,981 - 6,827 - - - -394 1,882 -98 8 26,206

Total 58,516 - 33,453 - -23,815 - -451 -5,285 14,126 65 76,609

Intangible assets 21,918,049 441,646 33,453 6,577 -673,667 9,018 -451 -423,339 -20,176 346,087 21,637,197

There were no significant changes in the expected useful lives of intangible assets during the period.

In 2015, the Group invested a total of E1,074,370 thousand in assets held under concession (E858,332 thousand in 2014). In accordance with IFRIC 12 and as described in note 3, operating and financial expenses in connection with those assets were recognised in income by nature, as was the fair value of construction and upgrade services rendered (classified in “Revenue from construction services” and “Use of provisions for construction services required by contract”). The following analysis shows the various components of investment in assets held under concession effected through construction services, as also reported in the consolidated statement of cash flows.




Increase in financial assets deriving from motorway construction services 8.2 87,895 52,181 35,714


Investment in assets held under concession 1,074,370 858,332 216,038


Research and development expenditure of approximately E0.8 million has been recognised in the consolidated income statement for 2015. These activities are carried out in order to improve infrastructure, the services offered, safety levels and environmental protection.“Goodwill and other intangible assets with indefinite lives” of E6,111,330 thousand. The balance primarily consists of the carrying amount of goodwill (impairment tested at least once a year rather than amortised), including E6,111,298 thousand (unchanged with respect to 31 December 2014) recognised following the transfer of motorway assets from the former Autostrade – Concessioni e Costruzioni Autostrade SpA (now Atlantia), as part of the Autostrade Group’s reorganisation in 2003. This goodwill was determined in accordance with prior accounting standards under the exemption permitted by IFRS 1 and is the carrying amount as at 1 January 2004, the Parent Company’s IFRS transition date. The impairment test of the CGU represented by Autostrade per l’Italia, to which the above goodwill is allocated, confirmed that the carrying amount is fully recoverable.With regard to the recoverability of the intangible assets belonging to the Group’s other motorway operators, CGUs showing evidence of a potential impairment have been tested for impairment.

In terms of the methodology used in impairment testing, the following should be noted:a) as explained in note 3, in line with the approach adopted in previous years, each operator is a separate CGU

since the cash flows generated by the motorways operated under concession arrangements are largely independent of cash flows generated by other assets. Subsidiaries that do not hold concessions are also treated as a separate CGU;

b) in the case of the motorway operators tested for impairment, with the exception of Autostrade Meridionali (which is dealt with below), value in use was estimated on the basis of the long-term plans drawn up by the respective companies, containing traffic, investment, revenue and cost projections for the full term of the related concessions, as previously described in note 4. The use of long-term plans covering the entirety of the respective concession terms is deemed more appropriate than the approach provisionally suggested by IAS 36 (namely, a limited explicit projection period and the estimated terminal value), given the intrinsic nature of the motorway concession arrangements, above all with regard to the regulations governing the sector and the predetermined duration of the arrangements.

The following table shows the key assumptions forming the basis for the long-term plans of the CGUs represented by the Group’s motorway operators, prepared on the basis of the regulatory mechanisms included in the specific concession arrangements. The recoverable value of the CGUs is estimated on the basis of these assumptions (rate of traffic growth, rate of toll increases and discount rate used, representing the companies’ after-tax WACC).

Traffic growth rate (CAGR)

Average annual toll increase (*)

Discount rate (after-tax WACC)

Autostrade per l’Italia 1.00% 2.12% 6.14%

Raccordo Autostradale Valle d’Aosta 1.67% 3.44% 6.78%

Rodovia das Colinas (Brasil) 3.50% 4.95% 11.15%

Triangulo do Sol Auto-Estradas (Brasil) 3.50% 5.38% 11.15%

Concessionaria da Rodovia MG050 (Brasil) 4.50% 5.57% 11.15%

(*) In Autostrade per l’Italia’s case, this includes an average annual toll increase of 1.15% based on implementation of the investment programme, in addiiton to annual toll increase designed to take account of inflation in the country of operation.

Quantification of the above assumptions was primarily based on publicly available information from external sources, integrated, where appropriate, by estimates based also on historical data.

In the case of the CGU represented by Raccordo Autostradale Valle d’Aosta, this company’s intangible assets deriving from concession rights were written down in previous years by E193,843 thousand, before the related deferred taxation. In 2015, the company submitted a proposal for a further addendum to its Single Concession Arrangement of 2009 to the Grantor. An annex to this document contains a new long-term plan based on the financial compensation mechanism provided for in the existing arrangement, maintaining the same returns contained therein. The addendum will be examined by the Interministerial Economic Planning Committee (“CIPE”) at an upcoming meeting. The related impairment test was conducted on the basis of the proposed plan and would have resulted in the partial reversal of previous impairments. However, this was not done in view of the uncertainty surrounding the regulatory framework in the process of being finalised.Should the addendum not be approved, the company could activate the clause contained in artile 9-bis of the existing Single Concession Arrangement, which provides for termination of the concession arrangement and payment to the company of the value of any unamortised assets, in addition to compensation for lost earnings. The recoverability


of the CGU’s net assets was, therefore, also tested with reference to the above value determined in accordance with artile 9-bis of the Concession Arrangement. The resulting amount is higher than the carrying amount of the CGU’s net assets as at 31 December 2015.

The impairment tests confirmed that the assets accounted for in the financial statements and allocated to the above CGUs, which in Autostrade per l’Italia’s case also includes the value of goodwill, are fully recoverable.

In addition to the above impairment test, sensitivity analyses were conducted on the recoverable values, increasing the above discount rates by 1%, and reducing the average annual rate of traffic growth by 1%. The results of these analyses have not, in any event, resulted in any material differences with respect to the outcomes of the above tests.

In the case of Autostrade Meridionali, the operator’s motorway concession expired on 31 December 2012. The operator is continuing to operate the relevant motorway whilst awaiting the conclusion of the tender process that will select the new operator, which will be required (i) to pay Autostrade Meridionali compensation equal to the unamortised carrying amount of the capital expenditure carried out in the final years of the concession arrangement, and (ii) to assume the obligations relating to sale and purchase agreements entered into by Autostrade Meridionali, excluding those of a financial nature, and to outstanding legal actions and disputes. In this regard, the value of this CGU’s net assets is recoverable due to the above obligations to be honoured by the incoming operator.

7.3 Investments - E108,292 thousand (E130,942 thousand)

As at 31 December 2015, this item is down E22,650 thousand, primarily due to a combination of the following:a) elimination of the value of the investment in SAT, previously accounted for at a value of E28,268 thousand, following

this company’s line-by-line consolidation;b) recognition of the Group’s share of the results of associates and joint ventures measured using the equity method,

resulting in a loss of E15,627 thousand and primarily attributable to Rodovias do Tietê, partially offset by the positive results recorded by Pavimental and Spea;

c) the reclassification to investments accounted for at cost or fair value, of the interest in Lusoponte, amounting to E15,339 thousand, following its failure to meet the requirements of IFRS 5 for its classification in non-current assets held for sale;

d) capital injections of E7,690 thousand, essentially relating to the Brazilian operator, Rodovias do Tietê.

The following table shows carrying amounts at the beginning and end of the period, grouped by category, and changes in investments in 2015.

E000 31/12/2014Opening balance

Changes during the year 31/12/2015 Closing

balanceCapital injections

Measurement using equity method

Changes in scope of

consolidation

Reclassifi-cations

and other changesProfit or loss Other

comprehen-sive income

Investments accounted for at cost or fair value 36,149 258 - - - 15,340 51,747

Investments accounted for using the equity method:

– associates 63,350 - 4,558 - -28,268 -1,793 37,847

– joint ventures 31,443 7,432 -13,307 -6,878 - 8 18,698

Investments 130,942 7,690 -8,749 -6,878 -28,268 13,555 108,292


The equity method is used to measure interests in associates and joint ventures, based on the most recent approved financial statements made available by the companies. In the event that financial statements for the year ended 31 December 2015 were not available, the above information was supplemented and, where necessary, restated in accordance with Group accounting policies.

E000 31/12/2015 31/12/2014

%interest

Cost Revalua-tions/

(Impair-ments)

Carrying amount

%interest

Cost Revalua-tions/

(Impair-ments)

Carrying amount

Investments accounted for at cost or fair value:

Tangenziali Esterne di Milano 13.67% 36,034 -1,490 34,544 13.67% 36,034 -1,490 34,544

Lusoponte 17.21% 39,852 -24,513 15,339 - - - -

Tangenziale Esterna 0.25% 1,162 - 1,162 0.25% 905 - 905

Uirnet 1.51% 427 - 427 1.51% 427 - 427

Veneto Strade 5.00% 258 - 258 5.00% 258 - 258

Other smaller investments - 614 -597 17 - 612 -597 15

51,747 36,149

Investments accounted for using the equity method:

Associates

Società Autostrada Tirrenica (1) - - - - 24.98% 6,343 21,925 28,268

Spea Engineering 20.00% 1,576 15,872 17,448 27.00% 1,576 12,761 14,337

Pavimental 20.00% 9,505 1,868 11,373 20.00% 9,505 1,251 10,756

Società Infrastrutture Toscane (in liquidation) 46.00% 6,900 -182 6,718 46.00% 6,900 -1,368 5,532

Pedemontana Veneta (in liquidation) 29.77% 1,935 -96 1,839 29.77% 1,935 -61 1,874

Arcea Lazio (2) - - - - 34.00% 1,430 228 1,658

Bologna & Fiera Parking 36.81% 5,557 -5,411 146 32.50% 5,557 -4,879 678

Other smaller investments - 2,068 -1,745 323 - 2,068 -1,821 247

Joint ventures

Rodovia do Tietê 50.00% 53,903 -36,205 17,698 50.00% 46,471 -16,028 30,443

GEIE del Traforo del Monte Bianco 50.00% 1,000 - 1,000 50.00% 1,000 - 1,000

56,545 94,793

Investments 108,292 130,942

(1) Information on the acquisition of control of Società Autostrada Tirrenica in 2015 is contained in note 6.1.(2) The company has been wound up and was struck off the companies’ register on 9 December 2015.

The following table shows an analysis of the Group’s principal investments as at 31 December 2015, including the Group’s percentage interest and the relevant carrying amount, net of unpaid, called-up issued capital, and showing the original cost and any accumulated revaluations and impairments at the end of the period. There are no investments in associates and joint ventures that are individually material with respect to total consolidated assets, operating activities and geographical area and, therefore, the additional disclosures required in such cases by IFRS 12 are not presented.

Annex 1 provides a list of the Group’s investments as at 31 December 2015.


7.4 Financial assets (non-current) - E1,774,790 thousand (E1,749,405 thousand) (current) - E781,914 thousand (E937,898 thousand)

The following analysis shows the composition of other financial assets at the beginning and end of the period, together with the current and non-current portions.

E000 31/12/2015 31/12/2014

Carrying amount

Current portion

Non-current portion

Carrying amount

Current portion

Non-current portion

Takeover rights 403,293 403,293 - 401,716 401,716 -

Guaranteed minimums 610,454 32,218 578,236 637,068 27,217 609,851

Other financial assets deriving from concession rights 188,263 - 188,263 94,496 - 94,496

Financial assets deriving from concession rights (1) 1,202,010 435,511 766,499 1,133,280 428,933 704,347

Financial assets deriving from government grants related to construction services (1) 330,289 74,627 255,662 294,870 79,847 215,023

Term deposits (2) 536,212 211,318 324,894 530,108 238,919 291,189

Derivative assets (3) 35,200 35,200 - 24,854 24,854 -

Other medium/long-term financial assets (1) 434,616 6,881 427,735 556,832 17,986 538,846

Other medium/long-term financial assets 469,816 42,081 427,735 581,686 42,840 538,846

Current derivative assets (3) 36 36 - - - -

Other current financial assets (1) 18,341 18,341 - 147,359 147,359 -

Total 2,556,704 781,914 1,774,790 2,687,303 937,898 1,749,405

(1) These assets include financial instruments primarily classified as “”loans and receivables”” under IAS 39. The carrying amount is equal to fair value.

(2) These assets have been classified as “”available-for-sale”” financial instruments and in level 2 of the fair value hierarchy. The carrying amount is equal to fair value.

(3) These assets primarily include derivative financial instruments classified as hedges under level 2 of the fair value hierarchy.

Financial assets deriving from concession rights include:a) takeover rights attributable to Autostrade Meridionali (E403,293 thousand as at 31 December 2015), being the

amount payable by a replacement operator on termination of the concession for the company’s unamortised capital expenditure during the final years of the outgoing operator’s concession;

b) the present value of the financial asset deriving from concession rights represented by the minimum tolls guaranteed by the Grantor of the concessions held by certain of the Group’s Chilean operators (E610,454 thousand as at 31 December 2015);

c) other financial assets deriving from concession rights (E188,263 thousand as at 31 December 2015), attributable to the Chilean operator, Costanera Norte. In particular, this item regards the financial assets due to Costanera Norte as a result of carrying out the motorway investment programme named Santiago Centro Oriente (“CC7”), which are subject to revaluation at a real annual rate of 7%. Under the agreements, the increase in toll revenue resulting from the installation of new tollgates along the existing motorway, after deducting the company’s share, remains at the company’s disposal and are recognised in financial liabilities until such time as it has covered the cost of the related capital expenditure. If, at the end of the concession term, the specific amount at Costanera Norte’s disposal, also revalued at a real annual rate of 7%, is lower than the financial assets recognised at that time, the Grantor has the option of either extending the concession term or paying Costanera Norte the remaining net amount due.

The increase of E68,730 thousand in financial assets deriving from concession rights primarily reflects the motorway investments realised by Costanera Norte during the year as part of the CC7 project.


Financial assets deriving from government grants to finance infrastructure works include amounts receivable from grantors or other public entities as grants accruing as a result of construction and maintenance of assets held under concession. This item has increased E35,419 thousand compared with 31 December 2014, primarily due to grants accruing to Autostrade per l’Italia during the period.

Term deposits are up E6,104 thousand. The item is broadly in line with the previous year.

Other medium/long-term financial assets are down E111,870 thousand, primarily reflecting a combination of the following:a) a reduction in the loan repayable to AB Concessões by Infra Bertin Empreendimentos (E121,722 thousand),

reflecting translation differences recognised at the end of the year due to the significant fall in the value of the Brazilian real against the euro in 2015, partially offset by the capitalisation of accrued interest income (E58,799 thousand);

b) Vespucio Sur’s receipt of the amount due to it from Chile’s Ministry of Public Works, linked to the loss of toll revenue incurred by the company as a result of the delayed opening to traffic of the motorway it operates under concession (E59,890 thousand).

Other current financial assets, totalling E18,341 thousand, are down E129,018 thousand. This primarily reflects the consolidation of SAT and the resulting elimination, in the consolidated financial statements, of the short-term loan between Autostrade per l’Italia and this company (E116,667 thousand).

There has been no indication of impairment of any financial assets.

7.5 Deferred tax assets and liabilities Deferred tax assets - E167,804 thousand (E155,874 thousand) Deferred tax liabilities - E1,188,774 thousand (E1,249,703 thousand)

The amount of deferred tax assets and liabilities both eligible and ineligible for offset is shown below, with respect to temporary timing differences between consolidated carrying amounts and the corresponding tax bases at the end of the period.

E000 31/12/2015 31/12/2014

Deferred tax assets 1,438,786 1,536,118

Deferred tax liabilities eligible for offset -1,270,982 -1,380,244

Deferred tax assets less deferred tax liabilities eligible for offset 167,804 155,874

Deferred tax liabilities not eligible for offset -1,188,774 -1,249,703

Difference between deferred tax assets and liabilities (eligible and ineligible for offset) -1,020,970 -1,093,829


Changes in the Group’s deferred tax assets and liabilities during the period, based on the nature of the temporary differences giving rise to them, are summarised in the following table.

E000 31/12/2014 Changes during the year 31/12/2015Provisions Releases Provsions/

Releasesin other


Effect of change in rate

recognizedin other



recognized in the

income statement

Translation differences

and other changes

Deferred tax assets on:Restatement of total amount subject to IFRIC 12 by Autostrade per l'Italia 519,688 1,059 -23,132 - - -52,091 - 445,524Change in provisions 447,395 100,299 -88,327 - - -34,721 4,989 429,635Tax losses eligible to be carried forward 138,761 13,761 -28,860 - - - -3,332 120,330Impairments and depreciation of non-current assets 125,226 8,659 -9,787 - - -5,174 -18,045 100,879Fair value losses on derivative financial instruments 102,531 - -617 -687 -10,170 - 3,592 94,649Impairment of receivables and inventories 21,590 9,487 -5,277 - - - 747 26,547Other temporary differences 180,927 74,971 -21,713 101 - -4,007 -9,057 221,222Total 1,536,118 208,236 -177,713 -586 -10,170 -95,993 -21,106 1,438,786

Deferred tax liabilities on:Off-balance sheet amortisation of goodwill -1,263,613 -110,940 - - - 155,902 - -1,218,651Difference between carrying amounts and fair values of assets and liabilities acquired through business combinations -871,687 - 25,960 - - - 81,273 -764,454Financial assets deriving from concession rights and grants -224,764 -2,106 2,503 -823 - 1,360 6,661 -217,169Accelerated depreciation -12,732 -75 6,616 - - 1,480 15,590 10,879Other temporary differences -257,151 -14,864 14,681 -5,639 780 926 -9,094 -270,361Total -2,629,947 -127,985 49,760 -6,462 780 159,668 94,430 -2,459,756Difference between deferred tax assets and liabilities (eligible and ineligible for offset) -1,093,829 80,251 -127,953 -7,048 -9,390 63,675 73,324 -1,020,970

The balance of net deferred tax liabilities, totalling E1,020,970 thousand as at 31 December 2015, substantially reflects the combined effect of the following:a) deferred tax liabilities recognised from 2003 as a result of the deduction, solely for tax purposes, of the amortisation

of goodwill recognised by Autostrade per l’Italia, totalling E1,218,651 thousand;b) deferred tax liabilities on the gains recognised following the fair value measurement of the assets acquired through

business combinations in the past and primarily attributable to the Chilean and Brazilian motorway operators, totalling E764,454 thousand;

c) the residual balance of Autostrade per l’Italia’s deferred tax assets accounted for as a result of recognition of the impact on taxation of the carrying amounts accounted for in application of IFRIC 12 and to be released on a straight-line basis over the concession term, amounting to E445,524 thousand;

d) deferred tax assets on the portion of provisions, primarily for the repair and replacement of motorway infrastructure, deductible in future years, totalling E429,635 thousand.

The reduction of E72,859 thousand is primarily linked to:a) the provision of deferred tax liabilities of E110,940 thousand on the deduction, solely for tax purposes, of

amortisation of the above goodwill accounted for by Autostrade per l’Italia;b) the net increase of E100,299 thousand in deferred tax assets in connection with the non-deductible portion of

provisions, primarily having regard to the repair and replacement of motorway infrastructure;c) the overall benefit of E54,285 thousand (including the amounts recognised in profit or loss and in other

comprehensive income) resulting from approval of the 2016 Stability Law (Law 2018/2015), which has reduced the IRES (corporation tax) rate from 27.5% to 24% with effect from 2017.


7.6 Other non-current assets - E11,301 thousand (E9,879 thousand)

This item essentially includes the amount due to the operator, Concessionaria da Rodovia MG050, from the Grantor and is almost in line with the previous year.

7.7 Trading assets - E1,145,347 thousand (E1,125,092 thousand)

As at 31 December 2015, trading assets consist of:a) inventories of E47,475 thousand as at 31 December 2015 (E46,264 thousand as at 31 December 2014),

consisting of stocks and spare parts used in the maintenance or assembly of plant;b) contract work in progress, totalling E2,696 thousand (E4,307 thousand as at 31 December 2014);c) trade receivables of E1,095,176 thousand (E1,074,521 thousand as at 31 December 2014), the detailed

composition of which is shown in the following table.

E000 31/12/2015 31/12/2014

Trade receivables due from:

Motorway users 860,091 828,105

Sub-operators at motorway service areas 103,309 94,946

Sundry customers 238,531 213,632

Gross trade receivables 1,201,931 1,136,683

Allowance for bad debts 170,801 150,142

Other trading assets 64,046 87,980

Net trade receivables 1,095,176 1,074,521

Trade receivables, after the allowance for bad debts, are up E20,655 thousand. The most significant changes regard the following:a) an increase in receivables due from motorway customers, totalling E31,986 thousand, essentially reflecting an

increase in trade receivables at the Chilean companies and including overdue interest on past due receivables, resulting in an increase in the related allowance for bad debts (E30,363 thousand);

b) an increase in amounts due from sundry customers, totalling E24,899 thousand, essentially reflecting an increase in fees and payments for transport services due to Telepass (E10,387 thousand), due to an increase in tolls payable to Telepass by overseas motorway operators, and an increase of E10,145 thousand in amounts due to Autostrade Tech on contract work carried out during the year;

c) a reduction in other trading assets of E23,934 thousand, essentially reflecting reduced prepayments to suppliers for services provided during the year.

The following table shows an ageing schedule for trade receivables.

E000 Total receivables

as at31/12/2015

Total not yet due

More than 90 days overdue

Between 90 and 365

days overdue

More than1 year overdue

Trade receivables 1,201,931 896,895 49,437 49,266 206,333

Overdue receivables regard uncollected and unpaid tolls, royalties due from service area operators and sales of other goods and services.

The following table shows movements in the allowance for bad debts for trade receivables in 2015. The allowance has been determined with reference to past experience and historical data regarding losses on receivables, also taking into account guarantee deposits and other collateral given by customers.

E000 31/12/2014 Additions Uses Change in scope of

consolidation

Reclassifica-tions and

other changes

31/12/2015

Allowance for bad debts 150,142 36,791 -18,592 101 2,359 170,801

The carrying amount of trade receivables approximates to fair value, in that the effect of discounting to present value is not material.


7.8 Cash and cash equivalents - E2,786,098 thousand (E1,631,687 thousand)

This item consists of cash in hand and investments maturing within the short term. The item is up E1,154,411 thousand compared with 31 December 2014. In addition to operating cash flow, the change reflects the issue of bonds by Autostrade per l’Italia after taking into account the above partial early repayment of medium/long-term loans from Atlantia.

Detailed explanations of the cash flows resulting in the increase in the Group’s cash in 2015 are contained in note 9.1.

7.9 Current tax assets and liabilities Current tax assets - E46,299 thousand (E36,921 thousand) Current tax liabilities - E34,074 thousand (E46,733 thousand)

Current tax assets and liabilities at the beginning and end of the period are detailed below.

E000 Current tax assets Current tax liabilities

31/12/2015 31/12/2014 31/12/2015 31/12/2014

IRES 23,401 31,298 8,667 21,363

IRAP 17,864 245 -30 858

Taxes attributable to foreign operations 5,034 5,378 25,437 24,512

Total 46,299 36,921 34,074 46,733

As at 31 December 2015, the Group reports net current tax assets of E12,225 thousand, compared with net current tax liabilities of E9,812 thousand as at 31 December 2014. The positive change in 2015, amounting to E22,037 thousand, is essentially due to a combination of the following:a) a net increase in refundable IRAP, amounting to E16,731 thousand, reflecting the fact that payments on account

were higher than the effective tax charge for the year, due partly to the deductibility of staff costs for employees hired on permanent contracts, recently introduced by the 2015 Stability Law;

b) collection (E10,836 thousand) of amounts due from Sintonia, following a request for a refund of IRES for deductible IRAP, in accordance with artile 6 of Law 2 of 28 January 2009, having participated in the tax consolidation arrangement headed by the former consolidating entity for the tax years 2004-2007.

7.10 Other current assets - E183,489 thousand (E167,351 thousand)

This item consists of receivables and other current assets that are not eligible for classification as trading or financial. The composition of this item is shown below.

E000 31/12/2015 31/12/2014 Increase/(Decrease)

Receivables due from end users and insurance companies for damages 23,937 30,857 -6,920

Receivable from public entities 21,757 17,269 4,488

Tax credits other than for income tax 28,292 16,539 11,753

Receivables from social security institutions 982 537 445

Accrued income of a non-trading nature 3,742 3,506 236

Amounts due from staff 2,084 2,262 -178

Payments on account to suppliers and other current assets 130,986 125,911 5,075

Gross other current assets 211,780 196,881 14,899

Allowance for bad debts -28,291 -29,530 1,239

Other current assets 183,489 167,351 16,138

The balance is up E16,138 thousand on the figure for 31 December 2014. This is primarily due to an increase in tax credits other than for income tax, amounting to E11,753 thousand, primarily attributable to the contribution from Società Autostrada Tirrenica (E6,988 thousand), following its consolidation.


The allowance for bad debts, totalling E28,291 thousand as at 31 December 2015 (E29,530 thousand as at 31 December 2014), primarily relates to Stalexport Autostrady’s accounts receivable (presented in other current assets) from a number of investee companies, which are now insolvent. This follows Stalexport’s repayment, in previous years, of loans to the investee companies from local authorities, acting in its capacity of guarantor.

7.11 Assets held for sale and or related to discontinued operations - E44,985 thousand (E539,354 thousand) Liabilities related to discontinued operations - E6,199 thousand (E424,721 thousand)

Net non-current assets held for sale or related to discontinued operations, totalling E38,786 thousand as at 31 December 2015, consist of:a) the remaining net assets of the French companies involved in the Eco-Taxe project, totalling E34,515 thousand;b) the remaining 2% interest in Strada dei Parchi, amounting to E4,271 thousand, that is the subject of put and call

options agreed with Toto Costruzioni Generali in the contract governing the sale, in 2011, of a controlling interest in the company.

The following table shows the composition of these assets and liabilities according to their nature (trading, financial or other).

E000 31/12/2015 31/12/2014 Increase/(Decrease)

Property, plant and equipment - 1,570 -1,570Investments 4,271 16,510 -12,239Financial assets 39,034 297,532 -258,498– Cash and cash equivalents 39,021 48,622 -9,601– Other financial assets 13 248,910 -248,897Deferred tax assets - 2,829 -2,829Trading assets 7 157,616 -157,609Other assets 1,673 63,297 -61,624Total assets held for sale or related to discontinued operations 44,985 539,354 -494,369

Financial liabilities 431 287,066 -286,635Trading liabilities 1,260 73,293 -72,033Other liabilities 4,508 64,362 -59,854Total liabilities related to discontinued operations 6,199 424,721 -418,522

The reduction in net assets held for sale or related to discontinued operations, totalling E75,847 thousand, is essentially due to a combination of the following:a) a reduction in financial and trading assets, totalling E416,107 thousand, is essentially due to the French

government’s payment of the compensation due as a result of termination of the Partnership Agreement relating to the Eco-Taxe project, in accordance with the method of calculation set out in the Memorandum of Understanding signed by Ecomouv and the French government. As a result of agreements with the government, the French companies’ financial liabilities have also been reduced by E286,635 thousand;

b) reclassification of the minority investment in Lusoponte to investments accounted for at cost or fair value, as it no longer meets the requirements of IFRS 5 for its classification in assets held for sale or related to discontinued operations;

c) a reduction of E72,033 thousand in trading liabilities, reflecting payment of both amounts due to the suppliers of the Group’s French companies and of penalties for early termination of the related contracts following the above early termination of the Partnership Agreement relating to the “Eco-Taxe” project.

7.12 Equity - E4,559,716 thousand (E4,425,862 thousand)

Autostrade per l’Italia SpA’s issued capital as at 31 December 2015 is fully subscribed and paid and consists of 622,027,000 ordinary shares of a par value of E1 each, amounting to a total of E622,027 thousand. This figure did not undergo any changes compared with 31 December 2014.


Equity attributable to owners of the parent, totalling E2,999,735 thousand, is up E196,795 thousand compared with 31 December 2014. The most important changes during the period are shown in detail in the statement of changes in consolidated equity. These regard:a) comprehensive income for 2015 of E861,015 thousand, consisting of profit for the year of E1,012,381 thousand

and the loss on other components of comprehensive income for the year (E151,366 thousand), essentially reflecting a reduction in the foreign currency translation reserve for assets and liabilities of consolidated companies denominated in functional currencies other than the euro, totalling E160,506 thousand, due to the significant fall in the value of the Brazilian real against the euro in 2015;

b) the dividends declared by Autostrade per l’Italia, amounting to E335,273 thousand, and including the final dividend for 2014 and the interim dividend for 2015, totalling E335,273 thousand.

Equity attributable to non-controlling interests of E1,559,981 thousand is down E62,941 thousand on the figure for 31 December 2014 (E1,622,922 thousand), essentially due to:a) the comprehensive loss for the year attributable to non-controlling interests, amounting to E39,130 thousand,

essentially linked to the impact of the significant fall in the value of the Brazilian real against the euro, totalling E153,089 thousand;

b) dividends payable to the non-controlling shareholders of subsidiaries, totalling E23,811 thousand.

Autostrade per l’Italia aims to manage its capital in order to create value for shareholders, ensure the Company remains a going concern, safeguard the interests of stakeholders and guarantee efficient access to external sources of funding to adequately support the growth of the Group’s businesses and fulfil the commitments given in concession arrangements.

Other comprehensive income

The section “Consolidated financial statements” includes the “Consolidated statement of comprehensive income”, showing after tax other comprehensive income, in addition to the profit for the year.

The following table shows the gross amount and net amounts of components of other comprehensive income, including amounts attributable to owners of the parent and non-controlling interests. The impact of taxation on other comprehensive income in 2015 reflects the effects of the 2016 Stability Law.

E000 2015 2014

Profit for the year (A) 1,128,556 694,372Fair value gains/(losses) on cash flow hedges 22,007 -136,417Taxation on fair value gains/(losses) on cash flow hedges -14,876 37,404Gains/(losses) from translation of assets and liabilities of consolidated companies denominated in functional currencies other than the euro -314,438 -28,947Gains/(Losses) from translation of investments accounted for using the equity method denominated in functional currencies other than the euro -6,878 512Other comprehensive income/(loss) for the year reclassifiable to profit or loss, after related taxation (B) -314,185 -127,448Gains/(losses) from actuarial valuations of provisions for employee benefits 4,895 -15,182Taxation on gains/(losses) from actuarial valuations of provisions for employee benefits -1,339 3,852Other comprehensive income/(loss) for the year not reclassifiable to profit or loss, after related taxation (C) 3,556 -11,330Reclassifications of other components of comprehensive income to profit or loss for the year (D) 6,766 18,516Taxation on reclassifications of other components of comprehensive income to profit or loss for the year -2,808 -6,172Total other comprehensive income/(loss) for the year, after reclassifications to profit or loss (E = B + C + D) -306,671 -126,434of which: attributable to discontinued operations 5,618 11,507Comprehensive income for the year (A + E) 821,885 567,938of which:– attributable to owners of the parent 861,015 545,484– attributable to non-controlling interests -39,130 22,454


7.13 Provisions for construction services required by contract (non-current) - E3,369,243 thousand (E3,783,956 thousand) (current) - E458,737 thousand (E518,734 thousand)

Provisions for construction services required by contract represent the present value of motorway infrastructure construction and/or upgrade services that certain of the Group’s operators, particularly Autostrade per l’Italia, are required to provide and for which no additional economic benefits are received in terms of specific toll increases and/or significant increases in traffic.

The following table shows provisions for construction services required by contract and for which no additional economic benefits are received at the beginning and end of the year and changes during 2015, showing the non-current and current portions.

E000 31/12/2014 Changes during the year Changes during the year 31/12/2015

Carrying amount Non-current portion

Current portion Changes due to revised

present value of obligations

Financial provisions

Uses to finance works

Government grants accrued

on completed works

Reclassifications and other changes

Currency translation differences


Current portion

Provisions for construction services required by contract 4,302,690 3,783,956 518,734 9,018 32,393 -544,829 39,957 -940 -10,309 3,827,980 3,369,243 458,737

The reduction in these provisions, including the current and non-current portions, amounts to E474,710 thousand and primarily reflects a combination of the following:a) the use of provisions for construction services completed during the year and for which no additional benefits are

received (E504,872 thousand, net of the related government grants);b) a reduction due to the impact of exchange rate differences, recognised at the end of 2015, on provisions for the

construction services to be provided by the overseas operators (totalling E10,309 thousand), essentially reflecting the significant fall in the value of the Brazilian real against the euro in 2015;

c) finance-related provisions (E32,393 thousand), being the double entry to the financial expenses accruing in connection with discounting to present value in 2015, recognised in the consolidated income statement;

d) revision of the present value of future construction services, with a matching increase in intangible assets deriving from concession rights (E9,018 thousand).

7.14 Provisions (non-current) - E1,267,465 thousand (E1,183,608 thousand) (current) - E284,597 thousand (E419,514 thousand)

As at 31 December 2015, provisions amount to E1,552,062 thousand (E1,603,122 thousand as at 31 December 2014). The following table shows details of provisions by type, showing the non-current and current portions.

E000 31/12/2015 31/12/2014

Carrying amount

Non-current portion

Current portion

Carrying amount

Non-current portion

Current portion

Provisions for employee benefits 141,555 119,946 21,609 154,992 134,790 20,202

Provisions for repair and replacement of motorway infrastructure 1,332,007 1,114,906 217,101 1,359,195 1,029,314 329,881

Other provisions 78,500 32,613 45,887 88,935 19,504 69,431

Total provisions 1,552,062 1,267,465 284,597 1,603,122 1,183,608 419,514


The following table shows provisions at the beginning and end of the period and changes in 2015.

E000 31/12/2014Carrying amount

Changes during the year 31/12/2015Carrying amountOperating

provisionsFinancial

provisionsOperating

usesDeferred actuarial

gains/(losses)

recognised in


Currency translation

differences, reclassi-fications

and other changes

Change in scope of consoli-

dation

Post-employment benefits 153,015 805 1,281 -12,245 -4,895 520 945 139,426

Other employee benefits 1,977 663 7 -199 - -319 - 2,129

Provisions for employee benefits 154,992 1,468 1,288 -12,444 -4,895 201 945 141,555

Provisions for repair and replacement of motorway infrastructure 1,359,195 336,156 18,553 -372,791 - -16,707 7,601 1,332,007

Provisions for impairments exceeding carrying amounts of investments 10 38 - -387 - 349 - 10

Provisions for disputes, liabilities and sundry charges 88,925 5,033 -141 -13,037 - -2,290 - 78,490

Other provisions 88,935 5,071 -141 -13,424 - -1,941 - 78,500

Total provisions 1,603,122 342,695 19,700 -398,659 -4,895 -18,447 8,546 1,552,062


Provisions for construction services required by contract represent the present value of motorway infrastructure construction and/or upgrade services that certain of the Group’s operators, particularly Autostrade per l’Italia, are required to provide and for which no additional economic benefits are received in terms of specific toll increases and/or significant increases in traffic.




Current portion Changes due to revised




Government grants accrued

on completed works

Reclassifications and other changes

Currency translation differences


Current portion

Provisions for construction services required by contract 4,302,690 3,783,956 518,734 9,018 32,393 -544,829 39,957 -940 -10,309 3,827,980 3,369,243 458,737

The reduction in these provisions, including the current and non-current portions, amounts to E474,710 thousand and primarily reflects a combination of the following:a) the use of provisions for construction services completed during the year and for which no additional benefits are

received (E504,872 thousand, net of the related government grants);b) a reduction due to the impact of exchange rate differences, recognised at the end of 2015, on provisions for the

construction services to be provided by the overseas operators (totalling E10,309 thousand), essentially reflecting the significant fall in the value of the Brazilian real against the euro in 2015;

c) finance-related provisions (E32,393 thousand), being the double entry to the financial expenses accruing in connection with discounting to present value in 2015, recognised in the consolidated income statement;

d) revision of the present value of future construction services, with a matching increase in intangible assets deriving from concession rights (E9,018 thousand).

7.14 Provisions (non-current) - E1,267,465 thousand (E1,183,608 thousand) (current) - E284,597 thousand (E419,514 thousand)

As at 31 December 2015, provisions amount to E1,552,062 thousand (E1,603,122 thousand as at 31 December 2014). The following table shows details of provisions by type, showing the non-current and current portions.

E000 31/12/2015 31/12/2014

Carrying amount

Non-current portion

Current portion

Carrying amount

Non-current portion

Current portion


Provisions for repair and replacement of motorway infrastructure 1,332,007 1,114,906 217,101 1,359,195 1,029,314 329,881

Other provisions 78,500 32,613 45,887 88,935 19,504 69,431

Total provisions 1,552,062 1,267,465 284,597 1,603,122 1,183,608 419,514


PROVISIONS FOR EMPLOYEE BENEFITS (non-current) - E119,946 thousand (E134,790 thousand) (current) - E21,609 thousand (E20,202 thousand)

As at 31 December 2015, this item consists almost entirely of provisions for post-employment benefits to be paid to staff employed under Italian law.

The reduction of E13,437 thousand essentially reflects a combination of the following:a) uses of provisions amounting to E12,444 thousand for benefits and advances paid;b) recognition of deferred actuarial gains of E4,895 thousand in other comprehensive income;c) operating and financial provisions, totalling E2,756 thousand.

The most important actuarial assumptions used to measure the provision for post-employment benefits at 31 December 2015 are summarised below.

Financial assumptions

Annual discount rate (*) 1.39%

Annual inflation rate 1.50% for 2016

1.80% for 2017

1.70% for 2018

1.60% for 2019

2.00% from 2020 on

Annual rate of increase in post-employment benefits 2.625% for 2016

2.850% for 2017

2.775% for 2018

2.700% for 2019

3.000% from 2020 on

Annual rate of increase in real salaries 0.65%

Annual turnover rate from 0.75% to 5%

Duration (years) from 8.2 to 17.6

(*) The annual discount rate used to determine the present value of the obligation was determined, in accordance with paragraph 83 of IAS 19, with reference to the average yield curve taken from the Iboxx Corporate AA index on the valuation date for durations of 7-10 years, reflecting the overall duration of the relevant provisions.

Demographic assumptions

Mortality Government General Accounting Office projections

Disability INPS tables by age and gender

Retirement age Mandatory state pension retirement age


The following table shows a sensitivity analysis of provisions for post-employment benefits at the end of the year based on assumed changes in the individual rates used in the actuarial assumptions.

E000 Sensitivity analysis for principal assumptions as at 31/12/2015 - Change in assumption

Turnover rate Inflation rate Discount rate

+ 1 % - 1 % + 0.25 % - 0.25 % + 0.25 % - 0.25 %

Autostrade per l’Italia Group’s provisions for post-employment benefits 138,880 140,034 140,947 137,938 137,048 141,887

PROVISIONS FOR REPAIR AND REPLACEMENT OF MOTORWAY INFRASTRUCTURE (non-current) - E1,114,906 thousand (E1,029,314 thousand) (current) - E217,101 thousand (E329,881 thousand)

This item regards the present value of provisions for the repair and replacement of motorway infrastructure operated under concession, in accordance with the contractual commitments of the Group’s operators and designed to ensure the serviceability and safety of the assets. The provisions, including the current and non-current portions, are down E27,188 thousand on 31 December 2014, reflecting a combination of the following:a) uses (E372,791 thousand) in connection with repairs and replacements carried out during the period;b) the reduction due to exchange rate differences recognised at the end of 2015, essentially due to the significant fall

in the value of the Brazilian real against the euro in 2015 (E16,707 thousand);c) operating provisions, totalling E336,156 thousand (including the positive impact resulting from the increase in the

interest rate used as at 31 December 2015 to discount future commitments, with respect to the rate used as at 31 December 2014, primarily attributable to Autostrade per l’Italia and amounting to E54,979);

d) financial provisions for the year (E18,553 thousand);e) the change in the scope of consolidation, following the recognition of SAT’s provisions for repair and replacement

obligations (E7,601 thousand), following the acquisition of control of this company in 2015.

OTHER PROVISIONS (non-current) - E32,613 thousand (E19,504 thousand) (current) - E45,887 thousand (E69,431 thousand)

These provisions essentially regard estimates of liabilities, at the end of the period, expected to be incurred in connection with pending litigation and disputes, including the estimated expenses provisioned for contract reserves relating to contractors who carry out maintenance work. The overall balance at the end of 2015 is down E10,435 thousand, essentially due to uses during the year, totalling E13,037 thousand, following the settlement of a number of disputes.


7.15 Financial liabilities (non-current) - E13,441,751 thousand (E13,113,511 thousand) (current) - E2,281,967 thousand (E1,609,089 thousand)

MEDIUM/LONG-TERM FINANCIAL ASSETS (non-current) - E13,441,751 thousand (E13,113,511 thousand) (current) - 1,622,928 thousand (E894,450 thousand)

As at 31 December 2015, medium/long-term financial liabilities amount to E15,064,679 thousand. These liabilities essentially consist of loans to Autostrade per l’Italia from Atlantia, in addition to bank borrowings and bonds issued.

The following two tables provide an analysis of medium/long-term financial liabilities, showing:a) an analysis of the balance by face value and maturity (current and non-current portions);

E000 31/12/2015 31/12/2015 31/12/2014

Face value Carrying amount Current portion Non-current portion

Term Face value Carrying amount Current portion Non-current portionBetween 13

and 60 monthsAfter 60 months

Bond issues (1) (2) (3) 3,513,658 3,511,386 203,504 3,307,882 357,672 2,950,210 1,017,824 1,037,122 162,887 874,235

Bank borrowings 3,300,071 3,297,747 191,569 3,106,178 828,549 2,277,629 3,415,785 3,421,849 344,138 3,077,711

Other borrowings 7,627,653 7,575,621 942,831 6,632,790 3,142,401 3,490,389 8,889,996 8,860,014 63,039 8,796,975

of which due to Atlantia 7,406,526 7,378,146 882,732 6,495,414 3,006,827 3,488,587 8,757,776 8,736,615 - 8,736,615

Medium/long-term borrowings (2) (3) 10,927,724 10,873,368 1,134,400 9,738,968 3,970,950 5,768,018 12,305,781 12,281,863 407,177 11,874,686

Derivative liabilities (4) 368,545 - 368,545 15,742 352,803 361,725 2,672 359,053

of which due to Atlantia 216,123 - 216,123 - 216,123 245,232 - 245,232

Accrued expenses on medium/long-term financial liabilities (2) 279,681 279,681 - - - 317,039 317,039 -

Other financial liabilities 31,699 5,343 26,356 19,273 7,083 10,212 4,675 5,537

Other medium/long-term financial liabilities 311,380 285,024 26,356 19,273 7,083 327,251 321,714 5,537

Total 15,064,679 1,622,928 13,441,751 4,363,637 9,078,114 14,007,961 894,450 13,113,511

(1) The par value of the bond issues hedged by Cross Currency Swaps and IPCA x CDI Swaps is shown at the hedged notional value.(2) Financial instruments classified as financial liabilities measured at amortised cost in accordance with IAS 39.(3) Further details of hedged financial liabilities are contained in note 9.2.(4) Financial instruments classified as hedging derivatives in accordance with IAS 39 and in level 2 of the fair value hierarchy.



MEDIUM/LONG-TERM FINANCIAL ASSETS (non-current) - E13,441,751 thousand (E13,113,511 thousand) (current) - 1,622,928 thousand (E894,450 thousand)

As at 31 December 2015, medium/long-term financial liabilities amount to E15,064,679 thousand. These liabilities essentially consist of loans to Autostrade per l’Italia from Atlantia, in addition to bank borrowings and bonds issued.

The following two tables provide an analysis of medium/long-term financial liabilities, showing:a) an analysis of the balance by face value and maturity (current and non-current portions);

E000 31/12/2015 31/12/2015 31/12/2014

Face value Carrying amount Current portion Non-current portion

Term Face value Carrying amount Current portion Non-current portionBetween 13

and 60 monthsAfter 60 months

Bond issues (1) (2) (3) 3,513,658 3,511,386 203,504 3,307,882 357,672 2,950,210 1,017,824 1,037,122 162,887 874,235

Bank borrowings 3,300,071 3,297,747 191,569 3,106,178 828,549 2,277,629 3,415,785 3,421,849 344,138 3,077,711

Other borrowings 7,627,653 7,575,621 942,831 6,632,790 3,142,401 3,490,389 8,889,996 8,860,014 63,039 8,796,975

of which due to Atlantia 7,406,526 7,378,146 882,732 6,495,414 3,006,827 3,488,587 8,757,776 8,736,615 - 8,736,615

Medium/long-term borrowings (2) (3) 10,927,724 10,873,368 1,134,400 9,738,968 3,970,950 5,768,018 12,305,781 12,281,863 407,177 11,874,686

Derivative liabilities (4) 368,545 - 368,545 15,742 352,803 361,725 2,672 359,053

of which due to Atlantia 216,123 - 216,123 - 216,123 245,232 - 245,232

Accrued expenses on medium/long-term financial liabilities (2) 279,681 279,681 - - - 317,039 317,039 -

Other financial liabilities 31,699 5,343 26,356 19,273 7,083 10,212 4,675 5,537

Other medium/long-term financial liabilities 311,380 285,024 26,356 19,273 7,083 327,251 321,714 5,537

Total 15,064,679 1,622,928 13,441,751 4,363,637 9,078,114 14,007,961 894,450 13,113,511

(1) The par value of the bond issues hedged by Cross Currency Swaps and IPCA x CDI Swaps is shown at the hedged notional value.(2) Financial instruments classified as financial liabilities measured at amortised cost in accordance with IAS 39.(3) Further details of hedged financial liabilities are contained in note 9.2.(4) Financial instruments classified as hedging derivatives in accordance with IAS 39 and in level 2 of the fair value hierarchy.


b) type of interest rate, maturity and fair value

E000 Maturity 31/12/2015 31/12/2014

Carrying amount (1)

Fair value (2) Carrying amount (1)

Fair value (2)

Bond issues

Listed fixed rate from 2016 to 2034 3,049,344 3,077,858 460,939 478,035

Listed floating rate from 2016 to 2023 339,574 353,853 481,548 522,269

Unlisted floating rate 2016 122,468 138,385 94,635 111,473

3,511,386 3,570,096 1,037,122 1,111,777

Medium/long-term borrowings

Bank borrowings

Fixed rate from 2016 to 2036 1,843,116 2,131,387 1,853,032 2,174,926

Floating rate from 2016 to 2034 1,348,407 1,406,973 1,408,307 1,414,296

Non-interest bearing (3) from 2016 to 2017 106,224 106,224 160,510 160,510

3,297,747 3,644,584 3,421,849 3,749,732

Other borrowings

Fixed rate from 2016 to 2038 6,634,882 7,870,774 7,994,346 9,545,124

Floating rate from 2016 to 2022 748,877 771,251 820,259 837,362

Non-interest bearing (4) from 2019 to 2020 191,862 191,886 45,409 45,404

7,575,621 8,833,911 8,860,014 10,427,890

of which: due to Atlantia 7,378,146 8,636,418 8,736,615 10,304,501

Total medium/long-term borrowings 10,873,368 12,478,495 12,281,863 14,177,621

Derivative liabilities 368,545 368,545 361,725 361,725

of which: due to Atlantia 216,123 216,123 245,232 245,232

Accrued expenses on medium/long-term financial liabilities 279,681 317,039

Other financial liabilities 31,699 10,212

Other medium/long-term financial liabilities 311,380 327,251

Total 15,064,679 16,417,136 14,007,961 15,651,123

(1) The amounts shown in the table for medium/long-term financial liabilities include both the non-current and current portions.(2) The fair value shown is classified in level 2 of the fair value hierarchy.(3) Figure refers to Autostrade per l’Italia financial assets deriving from governament grants (Law no. 662/1996, no. 135/1997, no. 345/1997)

for the infrastructure works carried out on the stretches of motorway “Firenze Nord-Firenze Sud” and “Cà Nova-Aglio (Variante di Valico), which will be reimbursed by ANAS.

(4) Item mainly includes Autostrade per l’Italia’s financial liabilities and Stalexport Autostrada Malopolska’s financial liabilities recognized on the basis of the related concession agreements as well as SAT’s financial liability with “Fondo Centrale di Garanzia” recognized after the Company control acquisition performed during the year 2015.


c) a comparison of the face value of each liability (bond issues and medium/long-term borrowings) and the related carrying amount, by issue currency, showing the corresponding average and effective interest rates;

E000 31/12/2015 31/12/2014

Face value Carrying amount

Average interest rate

applied to 31/12/2015 (1)

Effective interest rate

as at 31/12/2015


Euro (EUR) 12,905,263 12,814,408 4.40% 4.02% 11,558,134 11,531,578

Chilean peso (CLP)/Unidad de fomento (UF) 980,482 1,012,924 7.48% 6.92% 1,072,173 1,110,074

Brazilian real (BRL) 452,699 462,040 14.90% 14.93% 581,684 576,181

Polish zloty (PLN) 97,126 89,570 6.41% 6.16% 104,449 93,987

US dollar (USD) 5,812 5,812 5.25% 5.25% 7,165 7,165

Total 14,441,382 14,384,754 5.10% 13,323,605 13,318,985

(1) This figure includes the impact of interest rate hedges.

d) movements during the period in the carrying amounts of outstanding bond issues and medium/long-term borrowings.


31/12/2014

New borrowings

Repayments Currency translation differences

Otherchanges

Carrying amount as at

31/12/2015

Bond issues 1,037,122 2,758,388 -147,902 -152,877 16,655 3,511,386

Bank borrowings 3,421,849 249,000 -354,616 -19,216 730 3,297,747

Other borrowings 8,860,014 1,508 -1,355,375 109 69,365 7,575,621

Total 13,318,985 3,008,896 -1,857,893 -171,984 86,750 14,384,754

The Group uses derivative financial instruments to hedge certain current and highly likely future financial liabilities, including Interest Rate Swaps (IRSs) and Índice Nacional de Preços ao Consumidor Amplo (IPCA) x Certificado de Depósito Interfinanceiro (CDI) Swaps, which, in accordance with IAS 39, are classifiable as cash flow hedges or fair value hedges. The fair value of the hedging instruments as at 31 December 2015 is recognised in “Derivative liabilities”. More detailed information on financial risks and the manner in which they are managed, in addition to details of outstanding financial instruments held by the Group, is contained in note 9.2 “Financial risk management”.

BOND ISSUES (non-current) - E3,307,882 thousand (E874,235 thousand) (current) - E203,504 thousand (E162,887 thousand)

Bond issues as at 31 December 2015 are up E2,474,264 thousand on 31 December 2014, essentially due to a combination of the following:a) new bond issues by Autostrade per l’Italia, totalling E2,617,531 thousand, as follows:

1) the issue of bonds to institutional investors, with a total carrying amount of E1,884,610 thousand, as part of E7 billion the Company’s Euro Medium Term Note (“EMTN”) Programme launched in October 2014; issues were completed in October 2015 (a par value of E650,000 thousand, paying coupon interest of 1.125% and maturing in November 2021 and a par value of E500,000 thousand, paying coupon interest of 1.875% and maturing in November 2025) and November 2015 (a par value of E750,000 thousand, paying coupon interest of 1.75% and maturing in June 2026);

2) the issue of bonds with a carrying amount of E732,921 thousand to retail investors in June 2015 (a par value of E750,000 thousand, paying coupon interest of 1.625% and maturing date June 2023);

b) Rodovias MG050’s issue of the new floating rate CDI bonds, with a carrying amount of E142,275 thousand (a par value of E143,226 thousand, paying interest of 15.6% throughout 2015 and maturing in October 2016);

c) the decrease in the value of bonds denominated in foreign currencies as a result of exchange rate movements (E152,877 thousand), primarily reflecting the significant fall in the value of the Brazilian real against the euro;

d) redemptions during the period, totalling E147,902 thousand.


With regard to the above bonds issued to retail investors by Autostrade per l’Italia, in February 2015, Autostrade per l’Italia entered into a number of Forward-Starting Interest Rate Swaps with banks, having a notional value of E1,250 million, to hedge interest rate risk associated with the issue of the retail bonds, at a weighted average rate of 0.54%. At the closing date fair value gains on these derivatives amounted at E34,849 thousand. E9,678 thousand has been recognised in the consolidated income statement, representing the portion exceeding the nominal amount at issue, whilst the remaining E25,171 thousand, corresponding to the hedged portion of the par value of the issue, has been recognised in consolidated comprehensive income. This amount will be effectively reclassified to profit or loss in line with the interest flows associated with the hedged instrument, in keeping with the nature of the derivatives as cash flow hedges. The cost of the bond issue, including the above hedges, thus amounts to 1.28%.

MEDIUM/LONG-TERM BORROWINGS (non-current) - E9,738,968 thousand (E11,874,686 thousand) (current) - E1,134,400 thousand (E407,177 thousand)

The balance of this item, including both current and non-current portions, consists of other borrowings (accounted for in the financial statements at E7,575,621 thousand). These essentially include medium/long-term loans to Autostrade per l’Italia from Atlantia (accounted for in the financial statements at E7,378,146 thousand), replicating the bonds issued by the latter and guaranteed by Autostrade per l’Italia, and medium/long-term bank borrowings (accounted for in the financial statements at E3,297,747 thousand). This item includes the medium/long-term bank borrowings of both Autostrade per l’Italia (accounted for in the financial statements at E2,674,476 thousand) and the Group’s overseas companies (accounted for in the financial statements at E623,271 thousand).

The reduction in this item of E1,408,495 thousand, compared with 31 December 2014, essentially reflects the following:a) partial early repayment (amounting to a total face value of E1,351,250 thousand) of a portion of the loans from

Atlantia maturing in 2016, 2017, 2019 and 2020, replicating the parent’s bond issues that were in turn subject to early redemption;

b) other repayments during the year, totalling E358,741 thousand;c) a reduction due to movements in the related closing exchange rate (E19,107 thousand), essentially due to falls in

the value of the Brazilian real and Chilean peso against the euro in 2015;d) new medium/long-term borrowings (E250,508 thousand), essentially including the use of E200,000 thousand

of the line of credit granted by Cassa Depositi e Prestiti in 2012 and restructured in September 2015 (floating rate, maturing in June 2021) and the use of E50,000 thousand of the line of credit granted by the EIB in 2010 (at a fixed rate of 1.83%, maturing in September 2036);

e) an increase of E54,287 thousand in amounts due to ANAS, reflecting the Grantor’s direct payment, under the programme for financing the investment provided for in the Concession Arrangement (in accordance with the provisions of laws 662/1996, 345/1997 and 135/1997), of instalments due on bank loans disbursed to Autostrade per l’Italia. These liabilities will be reduced, on receipt of specific permission from the Grantor, by offsetting against the financial assets deriving from government grants accrued as the related construction services are performed;

f) non-interest bearing debt repayable by SAT to the Central Guarantee Fund for motorways and urban railways (Fondo Centrale di Garanzia per le autostrade e ferrovie metropolitane), amounting to E16,389 thousand as at 31 December 2015, following the Fund’s subrogation of the company when it extinguished borrowings. These liabilities are accounted for at the fair value measured at the consolidation date and are accounted for at amortised cost, using the market rate for a loan with similar characteristics.

A number of the medium/long-term loan agreements include negative pledge provisions, in line with international practice. Under these provisions, it is not possible to create or maintain (unless required to do so by law) collateral guarantees on all or a part of any proprietary assets, with the exception of project debt. The above agreements also require compliance with certain covenants.

The method of selecting the variables to compute the ratios is specified in detail in the relevant loan agreements. Breach of these covenants, at the relevant measurement dates, could constitute a default event and result in the lenders calling in the loans, requiring the early repayment of principal, interest and of further sums provided for in the agreements.


The most important covenants are those relating to the loan agreements with Cassa Depositi e Prestiti (totalling E840,744 thousand as at 31 December 2015) require compliance with a minimum threshold for “Operating cash flow available for Debt Service/Debt Service” (DSCR). With regard to the financial commitments of the foreign project companies, the related debt does not envisage recourse to direct or indirect parents and is subject to covenants typical of international practice. The main commitments provide for a pledge on all the project companies’ assets and receivables in favour of their creditors.

NON-CURRENT DERIVATIVE LIABILITIES (non-current) - E368,545 thousand (E359,053 thousand) (current) - E – thousand (E2,672 thousand)

This item represents fair value losses on outstanding derivatives as at 31 December 2015, classified as cash flow hedges or fair value hedges depending on the hedged risk, as required by IAS 39. These consist of: a) fair value losses (E356,084 thousand) on Interest Rate Swaps (IRSs), entered into by certain Group companies to

hedge interest rate risk on their existing non-current financial liabilities. This item also includes fair value losses on the new Forward-Starting Interest Rate Swaps entered into by Autostrade per l’Italia with a number of banks and having a total notional value of E2,200 million, variable durations of 6, 7 and 8 years and a weighted average fixed rate of 1.16%, linked to highly likely future financial liabilities to be assumed through to 2017 in order to meet the Company’s expected financing requirements;

b) fair value losses on IPCA x CDI Swaps (E12,461 thousand), classified as fair value hedges, entered into in past years by Triangulo do Sol and Rodovias das Colinas with the aim of converting bonds issued at a real IPCA rate to a floating nominal CDI rate.

Further details of derivative financial instruments entered into by the Group companies for hedging purposes are contained in note 9.2.

OTHER MEDIUM/LONG-TERM FINANCIAL LIABILITIES (non-current) - E26,356 thousand (E5,537 thousand) (current) - E285,024 thousand (E321,714 thousand)

The balance of this item, including the current and non-current portions, is down E15,871 thousand, primarily due to a reduction in accrued expenses payable (E37,358 thousand), essentially due to Autostrade per l’Italia’s partial early repayment of a portion of the loans from Atlantia maturing in 2016, 2017, 2019 and 2020. This change is partially offset by an increase in other financial liabilities (E21,487 thousand), essentially linked to deferred financial income of E13,743 thousand.

SHORT-TERM FINANCIAL LIABILITIES - E659,039 thousand (E714,639 thousand)

The composition of short-term financial liabilities is shown below.

E000 31/12/2015 31/12/2014

Bank overdrafts 31 17

Short-term borrowings 645,353 494,820

of which due to Atlantia 400,000 250,000

Current derivative liabilities (1) - 1,034

Intercompany current account payables due to related parties 13,522 213,319

Other current financial liabilities 133 5,449

Short-term financial liabilities 659,039 714,639

(1) These liabilities primarily include derivative instruments that do not qualify for hedge accounting and that are classified in level 2 of the fair value hierarchy.

The reduction of E55,600 thousand primarily relates to a reduction in the intercompany current account payables due to related parties (E199,797 thousand), partially offset by an increase in short-term loans from the parent, Atlantia (E150,000 thousand).


NET DEBT IN COMPLIANCE WITH ESMA RECOMMENDATION OF 20 MARCH 2013

An analysis of the various components of net debt is shown below with amounts payable to and receivable from related parties, as required by Consob Ruling DEM/6064293 of 28 July 2006, in accordance with European Securities and Markets Authority (“ESMA”) Recommendation of 20 March 2013 (which does not entail the deduction of non-current financial assets from debt).

Em Note 31/12/2015 Of which related party transactions


Cash -2,003 -960

Cash equivalents and intercompany current account receivables due to related parties -784 -77 -671 -92

Cash and cash equivalents related to discontinued operations -39 -49

Cash and cash equivalents (A) -2,826 -1,680

Current financial assets (1) (B) 7.4 -781 - -1,187 125

Bank overdrafts - -

Current portion of medium/long-term financial liabilities 1,623 1,083 894 242

Other financial liabilities 659 414 714 463

Financial liabilities related to discontinued operations - 288

Current financial assets (C) 7.15 2,282 1,896

Current net debt (D = A + B + C) -1,325 -971

Medium/long-term borrowings 9,739 6,495 11,875 8,737

Bond issues 3,308 874

Other non-current borrowings 395 216 365 245

Non-current financial liabilities (E) 13,442 13,114

(Net funds) / Net debt as defined by ESMA recommendation (F = D + E) 12,117 12,143

Non-current financial assets (G) 7.4 -1,775 -16 -1,750 -10

Net debt (H = F + G) 10,342 10,393

(1) Includes financial assets held for sale or related to discontinued operations.

7.16 Other non-current liabilities - E90,659 thousand (E92,330 thousand)

The balance at the end of 2015 is substantially in line with 31 December 2014. The following table shows a breakdown of this item.

E000 31/12/2015 31/12/2014

Accrued expenses of a non-trading nature 38,791 40,662

Liabilities deriving from contractual obligations 26,933 23,012

Amounts payable to grantors 13,681 24,640

Payable to staff 6,708 2,249

Taxation other than income taxes 2,954 -

Other payables 1,592 1,767

Other non-current liabilities 90,659 92,330


7.17 Trading liabilities - E1,466,126 thousand (E1,313,363 thousand)

An analysis of trading liabilities is shown below.

E000 31/12/2015 31/12/2014

Amounts payable to suppliers 745,982 689,040

Payable to operators of interconnecting motorways 619,621 525,344

Tolls in the process of settlement 94,110 93,331

Accrued expenses, deferred income and other trading liabilities 6,413 5,648

Trade payables 1,466,126 1,313,363

Trading liabilities 1,466,126 1,313,363

The increase during the year, amounting to E152,763 thousand, primarily reflects an increase of E94,277 thousand in amounts payable to the operators of interconnecting motorways, primarily attributable to Autostrade per l’Italia. This reflects increases in the operators’ toll revenue and is in line with standard payment periods. The increase in trading liabilities is also due to an increase in amounts payable to suppliers, totalling E56,942 thousand, primarily reflecting SAT’s contribution following its consolidation.

7.18 Other current liabilities - E370,186 thousand (E348,151 thousand)

An analysis of other current liabilities is shown below.

E000 31/12/2015 31/12/2014

Concession fees payable 84,654 83,715

Guarantee deposits from users who pay by direct debit 47,464 48,255


Group VAT payable to Atlantia 25,781 -

Social security contributions payable 22,823 22,719

Taxation other than income taxes 17,340 15,482

Amounts payable for expropriations 16,514 43,608

Amounts payable to public entities 14,462 17,213


Other current liabilities 370,186 348,151

The balance as at 31 December 2015 marks an increase of E22,035 thousand compared with 31 December 2014, primarily reflecting a combination of the following:a) an increase of E25,855 thousand in other payables, partly due to the accrued portion, for 2015, of the extraordinary

toll increase applied by Traforo Monte Bianco (E10,694 thousand), which is still awaiting a decision on the use of the resulting funds;

b) an increase of E25,781 thousand in VAT payable under the Group arrangement, in which Atlantia, together with certain subsidiaries, participates from 2015; the VAT due was paid to the tax authorities by the parent, Atlantia and then paid to this company in January 2016;

c) a reduction in amounts payable for expropriations, totalling E27,094 thousand, recorded by Autostrade per l’Italia, essentially connected to a reduction in new construction projects and a revision of amounts payable as compensation for projects in progress.


This section contains analyses of the most important consolidated income statement items. Negative components of the income statement are indicated with a minus sign in the headings and tables in the notes, whilst amounts for 2014 are shown in brackets.It should be noted that, in accordance with IFRS 5, the contributions of Ecomouv, Ecomouv D&B and Tech Solutions Integrators to the consolidated income statement for both comparative periods have been presented in “Profit/(Loss) from discontinued operations”, rather than included in each component of the consolidated income statement for continuing operations.In addition, again in accordance with IFRS 5, the contributions of Pavimental and Spea and of their subsidiaries (Pavimental Polska and Spea do Brasil) to the Group’s consolidated income statement for 2014, through to the dates of their respective deconsolidation, have also been presented in “Profit/(Loss) from discontinued operations”. Details of amounts in the consolidated income statement deriving from related party transactions are provided in note 10.5.

8.1 Toll revenue - E3,835,954 thousand (E3,677,693 thousand)

Toll revenue of E3,835,954 thousand is up E158,261 thousand (4%) on 2014 (E3,677,693 thousand). At constant exchange rates, which in 2015 had a negative impact of E40,077 thousand, toll revenue is up E198,338 thousand, primarily reflecting a combination of the following: a) application of annual toll increases for 2015 by the Group’s Italian operators (a rise of 1.46% for Autostrade per

l’Italia), boosting toll revenue by an estimated E39 million;b) a 3.0% improvement in traffic on the Italian network, accounting for an estimated E90 million increase in toll revenue

(including the impact of the different traffic mix);c) an increase in toll revenue at overseas operators (up E41 million), primarily reflecting traffic growth in Chile (up

6.7%) and Poland (up 8.6%), toll increases applied by the various operators in 2014 and 2015 in accordance with their respective concession arrangements, partially offset by a decline in traffic in Brazil (down 2.1%).

d) SAT’s contribution for the fourth quarter of 2015, totalling E6 million.

8.2 Revenue from construction services - E576,075 thousand (E489,743 thousand)

An analysis of this revenue is shown below.

E000 2015 2014 Increase/ (Decrease)

Revenue from construction services for which additional economic benefits are received 441,646 372,041 69,605

Revenue from investments in financial concession rights 87,895 49,651 38,244

Revenue from construction services: government grants for services for which no additional economic benefits are received 39,957 34,582 5,375

Revenue from construction services provided by sub-operators 6,577 33,469 -26,892

Revenue from construction services 576,075 489,743 86,332

Revenue from construction services essentially consists of construction services for which additional benefits are received and financial assets deriving from concession rights, represented by the fair value of the consideration due in return for the construction and upgrade services rendered in relation to assets held under concession during the year. The consideration is based on the operating costs and financial expenses incurred (the latter solely in relation to investment in assets held under concession) and any margins earned on the services provided by the Group’s own technical units.

Revenue from construction services performed during the year is up E86,332 thousand compared with 2014, reflecting a combination of the following:a) an increase in construction services for which additional benefits are received, amounting to E69,605 thousand,

primarily due to the greater volume of work carried out by Autostrade per l’Italia;b) an increase in construction services accounted for as an increase in financial assets deriving from concession

rights, amounting to E38,244 thousand, linked to construction carried out under the Santiago Centro Oriente (“CC7”) project being implemented by the Chilean operator, Costanera Norte;

c) a reduction of E26,892 thousand in income resulting from the handover free of charge of buildings located at service areas to Autostrade per l’Italia, following expiry of the related sub-concessions.

8. Notes to the consolidated income statement


In 2015, the Group carried out additional construction services for which no additional benefits are received, amounting to E504,872 thousand, net of related government grants, for which the Group made use of a portion of the specifically allocated “Provisions for construction services required by contract”. Uses of these provisions are classified as a reduction in operating costs for the period, as explained in note 8.10. Details of total investment in assets held under concession during the year are provided in note 7.2, above.

8.3 Contract revenue - E34,901 thousand (E25,806 thousand)

Contract revenue of E34,901 thousand is up E9,095 thousand on 2014, essentially due to an increase in work carried out by Electronic Transaction Consultants for external customers.

8.4 Other operating income - E547,760 thousand (E551,222 thousand)

An analysis of other operating income is provided below.

E000 2015 2014 Increase/ (Decrease)

Revenue from sub-concessions 192,788 223,931 -31,143

Revenue from Telepass and Viacard fees 134,180 127,466 6,714

Maintenance revenue 39,886 34,826 5,060

Other revenue from motorway operation 35,595 32,182 3,413

Revenue from the sale of technology devices and services 34,887 24,922 9,965

Refunds 23,391 17,370 6,021

Damages and compensation 17,314 20,832 -3,518

Advertising revenue 4,696 5,097 -401

Other income 65,023 64,596 427

Other operating income 547,760 551,222 -3,462

Other operating income of E547,760 thousand is down E3,462 thousand on 2014, due primarily to a combination of the following:a) a E31,143 thousand reduction in revenue from sub-concessions, primarily reflecting the impact on service area

royalties of agreements with a number of sub-operators (above all oil service providers), further discounts applied with effect from the second half of 2014 and a reduction in “one-off” payments received in 2015;

b) an increase of E9,965 thousand in sales of equipment and technology services, essentially reflecting sales generated by Autostrade Tech during the year;

c) an increase in Telepass and Viacard fees, totalling E6,714 thousand;d) an increase in cost recoveries, amounting to E6,021 thousand.

8.5 Raw and consumable materials - E-166,801 thousand (E-185,541 thousand)

This item consists of purchases of materials and the change in inventories of raw and consumable materials.

E000 2015 2014 Increase/(Decrease)

Construction materials -78,276 -89,802 11,526

Electrical and electronic materials -30,495 -21,910 -8,585

Lubricants and fuel -12,204 -13,496 1,292

Other raw and consumable materials -41,019 -58,123 17,104

Cost of materials -161,994 -183,331 21,337

Change in inventories of raw, ancillary and consumable materials and goods for resale -5,162 -2,520 -2,642

Capitalised cost of raw materials 355 310 45

Raw and consumable materials -166,801 -185,541 18,740


The reduction of E18,740 thousand primarily reflects a reduction in the cost of construction materials incurred by the Brazilian operator, Rodovia MG050 (E22,529 thousand), as a result of investment in assets held under concession.

8.6 Service costs - E-1,431,007 thousand (E-1,174,499 thousand)

An analysis of service costs is provided below.


Construction and similar -1,084,443 -874,373 -210,070

Professional services -158,424 -129,385 -29,039

Transport and similar -20,236 -18,825 -1,411

Utilities -46,549 -44,737 -1,812

Insurance -25,062 -18,115 -6,947

Statutory Auditors' fees -712 -758 46

Other services -99,955 -89,240 -10,715

Gross service costs -1,435,381 -1,175,433 -259,948

Capitalised service costs for assets other than concession assets 4,374 934 3,440

Service costs -1,431,007 -1,174,499 -256,508

Service costs rose E256,508 thousand in 2015, essentially due to increases in the cost of construction and similar services (up E210,070 thousand) and in professional services (up E29,039 thousand), mainly due to increases in investment in assets held under concession and in motorway maintenance work.

8.7 Staff costs - E-587,332 thousand (E-559,383 thousand)

Staff costs break down as follows.


Wages and salaries -416,088 -394,139 -21,949

Social security contributions -114,829 -111,531 -3,298

Payments to supplementary pension funds, INPS and post-employment benefits -21,549 -21,236 -313

Directors' remuneration -5,105 -4,335 -770

Other staff costs -33,238 -29,060 -4,178

Gross staff costs -590,809 -560,301 -30,508

Capitalised staff costs for assets other than concession assets 3,477 918 2,559

Staff costs -587,332 -559,383 -27,949

Staff costs (before deducting capitalised expenses) of E590,809 thousand are up E30,508 thousand on 2014 (E560,301 thousand). This essentially reflects:a) an increase in the average cost, due in part to the cost of contract renewals and management incentive plans, partly

offset by the Brazilian companies’ recruitment of personnel on different forms of contract with respect to the one applicable to motorway and tunnel workers;

b) an increase of 240 in the average workforce, excluding agency staff.


The following table shows the average number of employees (by category and including agency staff).

Average workforce 2015 2014 Increase/(Decrease)

Senior managers 154 161 -7

Middle managers and administrative staff 4,544 4,477 67

Toll collectors 3,226 3,281 -55

Manual workers 2,229 1,971 258

Total 10,153 9,890 263

(*) The figures for both comparative periods do not include staff employed in the companies whose Profit/(Loss) have been classified under the item “Profit/(Loss) from discontinued operations”, as described in the note 8.15.

8.8 Other operating costs - E-542,818 thousand (E-523,732 thousand)

An analysis of other operating costs is shown below.


Concession fees -443,423 -435,065 -8,358

Lease expense -10,296 -8,754 -1,542

Grants and donations -33,909 -30,575 -3,334

Direct and indirect taxes -13,339 -9,989 -3,350

Other -41,851 -39,349 -2,502

Other costs -89,099 -79,913 -9,186

Other operating costs -542,818 -523,732 -19,086

The increase of E19,086 thousand in other operating costs primarily reflects the increase of E8,358 thousand in the concession fees payable by the Italian motorway operators, as a result of traffic growth and toll increases, as well as the greater contribution from other costs, totalling E9,186 thousand, including the contract reserves paid to contractors by Autostrade per l’Italia following the opening to traffic of the Variante di Valico.

8.9 Operating change in provisions - E31,602 thousand (E-240,351 thousand)

This item reflects the impact on profit or loss of operating changes (new provisions and uses) in provisions, excluding those for employee benefits, made by Group companies in order to meet the legal and contractual obligations that it is presumed will require the use of financial resources in future years.The positive impact of this item in 2015, totalling E31,602 thousand, essentially consists of the change in provisions for the repair and replacement of motorway infrastructure (E36,635 thousand), primarily relating to an increase in the discount rate applied at 31 December 2015, compared with the rate applied at 31 December 2014.

8.10 Use of provisions for construction services required by contract - E-504,872 (E-399,528)

This item regards the use of provisions for construction services required by contract, relating to services for which no additional economic benefits are received rendered in 2015, less accrued government grants (recognised in revenue from construction services, as explained in note 8.3). The item represents the indirect adjustment to construction costs classified by nature and incurred by the Group’s operators, above all Autostrade per l’Italia, whose concesssion arrangements provide for such obligations. The increase of E105,344 thousand is broadly linked to increased investment in the upgrade of the A1 on the section between Bologna and Florence. This reflects completion of the motorway in view of the opening to traffic of the Variante di Valico.Further information on construction services and capital expenditure in 2015 is provided in notes 7.2 and 8.2.


8.11 (Impairment losses) and reversals of impairment losses - E-8,903 thousand (E4,976 thousand)

The figure for 2015 essentially regards the impairment (E5,801 thousand) of short-term financial assets deriving from concession rights, in keeping with a revised estimate of the value of the takeover right due to Autostrade Meridionali under the relevant concession arrangement. This company continues to operate the section of motorway under an extension of its concession term, as described in note 10.7.

8.12 Financial income/(expenses) - E-610,137 thousand (E-594,359 thousand) Financial income - E283,520 thousand (E299,424 thousand) Financial expenses - E-912,363 thousand (E-910,104 thousand) Foreign exchange gains/(losses) - E18,706 thousand (E16,321 thousand)

An analysis of financial income and expenses is shown below.


Financial income accounted for as an increase in financial assets deriving from concession rights and government grants 63,437 56,241 7,196

Dividends received from investees 2,975 15 2,960

Financial income linked to agreements with the Bertin group - 50,067 -50,067

Financial income accounted for as an increase in financial assets 61,670 48,582 13,088

Income from derivative financial instruments 42,465 28,213 14,252

Interest and fees receivable on bank and post office deposits 31,970 49,207 -17,237

Other 81,003 67,099 13,904

Other financial income 217,108 243,168 -26,060

Financial income (A) 283,520 299,424 -15,904

Financial expenses from discounting of provisions for construction services required by contract and other provisions -52,234 -107,735 55,501

Interest on medium/long-term borrowings -458,313 -548,481 90,168

Expenses on bonds -104,718 -99,522 -5,196

Losses on derivative financial instruments -91,557 -91,515 -42

Interest expense accounted for as an increase in financial liabilities -22,418 -18,762 -3,656

Interest and fees payable on bank and post office deposits -2,108 -1,204 -904

Other -181,015 -42,885 -138,130

of which: non-recurring -125,486 - -125,486

Other financial expenses -860,129 -802,369 -57,760

Financial expenses (B) -912,363 -910,104 -2,259

Foreign exchange gains/(losses) (C) 18,706 16,321 2,385

Financial income/(expenses) (A + B + C) -610,137 -594,359 -15,778

“Financial income accounted for as an increase in financial assets deriving from concession rights and government grants” totals E63,437 thousand, up E7,196 thousand on the figure for 2014.“Financial expenses from the discounting to present value of provisions for construction services required by contract and other provisions”, linked to the passage of time, amount to E52,234 thousand and are down E55,501 thousand compared with 2014. The reduction in these expenses, computed on the basis of the value of the provisions and the discount rates used at 31 December of the year prior to the reporting period, is primarily due to a reduction in the rates used at 31 December 2014, compared with the rates used at the end of 2013. Net other financial expenses of E643,021 thousand are up E83,820 thousand on 2014 (E559,201 thousand).The increase in net financial expenses essentially reflects the non-recurring financial transactions carried out, including the expenses incurred by the Parent Company, Autostrade per l’Italia, in order to complete partial early repayment of loans from its parent, Atlantia. Details of these transactions and of the composition of non-recurring financial expenses in 2015 (amounting to E125,486 thousand) are provided in note 8.17.


After stripping out the impact of these non-recurring financial transactions, other financial expenses, after deducting other financial income, are down E41,666 thousand, essentially due to:a) reductions in interest expense and in net financial expenses payable by the companies operating in Italy (totalling

E87,609 thousand), reflecting a reduction in average net debt compared with 2014 and the decrease in borrowing costs linked to repayment, in June 2014, of the loan granted by Atlantia to Autostrade per l’Italia with a face value of E2,094 million, and to the above non-recurring financial transactions;

b) a E9,668 thousand increase (at constant exchange rate) in interest income and net financial income received by the companies operating in Brazil and Chile, essentially due to an increase in average cash holdings and the greater average yield on the medium/long-term loan from AB Concessões to Infra Bertin Empreendimentos;

c) the recognition of financial income by Autostrade do Brasil (E50,067 thousand) in 2014, linked to the agreements entered into with the Bertin group in connection with the acquisition of the Brazilian operators in 2012, which also provided for an earn-out adjustment based on the effective toll revenue of Triangulo do Sol, Rodovias das Colinas and Tietê during the three-year period 2012-2014.

8.13 Share of profit/(loss) of investees accounted for using the equity method - E-8,749 thousand (E-8,139 thousand)

The “Share of (profit)/loss of investees accounted for using the equity method” amounts to a loss of E8,749 thousand, essentially attributable to the share of the losses reported by Rodovias do Tietê (E13,307 thousand), partially offset by shares of the profits reported by Spea (E3,102 thousand) and Società Infrastrutture Toscane in liquidation (E1,186 thousand) for 2015.

8.14 Income tax (expense)/benefit - E-345,003 thousand (E-498,597 thousand)

A comparison of the net tax charges for the two comparative periods is shown below.


IRES -233,433 -225,120 -8,313

IRAP -62,096 -80,110 18,014

Income taxes attributable to foreign operations -71,420 -73,872 2,452

Current tax benefit of tax loss carry-forwards 4,467 5,632 -1,165

Current tax expense -362,482 -373,470 10,988

Recovery of previous years' income taxes 4,912 5,451 -539

Previous years' income taxes 265 -645 910

Differences on income taxes for previous years 5,177 4,806 371

Provisions 208,236 225,591 -17,355

Releases -177,713 -138,044 -39,669

Changes in prior year estimates -92,813 35,123 -127,936

Deferred tax income -62,290 122,670 -184,960

Provisions -127,985 -128,560 575

Releases 49,760 24,704 25,056

Changes in prior year estimates 152,817 -148,747 301,564

Deferred tax expense 74,592 -252,603 327,195

Income tax (expense)/benefit -345,003 -498,597 153,594

Income tax expense for 2015 amounts to E345,003 thousand, down E153,594 thousand on 2014 (E498,597 thousand). This essentially reflects a combination of the following:a) the recognition, in 2014, of deferred tax liabilities of E107,093 thousand, following the tax reforms approved by the

Chilean parliament, which increased corporation tax rates from 21% in 2014 to 25% from 2017;b) recognition, in 2015, of the tax benefit of E63,675 thousand, following the reduction in the IRES (corporation tax)

rate from 27.5% to 24% with effect from 2017, introduced by the 2016 Stability Law;c) recognition, in 2015, of deferred tax assets of E49,288 thousand, resulting from the corporate restructuring carried

out by the Brazilian sub-holding company, AB Concessões, which has enabled the Brazilian motorway operators to recognise tax-deductible goodwill, as descriobed in note 6.2;


d) recognition, in 2015, of the benefits of application of the 2015 Stability Law, estimated at E14,223 thousand;e) an increase in current tax expense, essentially reflecting the increase in profit before tax from continuing operations.

The following table shows a reconciliation of the statutory rate of IRES with the effective charge in the two comparative periods.

E000 2015 2014

Taxable income

Tax Tax rate Taxable income

Tax Tax rate

Profit/(Loss) before tax from continuing operations 1,466,576 1,192,759

IRES tax expense computed using statutory rate applied by Parent Company 403,308 27.5% 328,009 27.5%

Temporary differences deductible in future years 576,153 144,210 9.8% 748,289 199,519 16.7%

Temporary differences taxable in future years (468,323) (113,809) -7.8% (457,528) (121,085) -10.2%

Reversal of prior year temporary differences (442,156) (108,686) -7.4% (365,387) (88,661) -7.4%

Permanent differences (51,448) (13,883) -0.9% (82,090) (23,931) -2.0%

Effect on taxation of application of different rates in various foreign countries (10,754) -0.7% (1,782) (490) -

IRAP 62,096 80,110

Total 362,482 24.7% 373,470 31.3%

8.15 Profit/(Loss) from discontinued operations - E6,983 thousand (E210 thousand)

An analysis of the profit/(loss) from discontinued operations in 2014 and 2015 is shown below.


Operating income - 439,743 -439,743

Operating costs -5,251 -391,110 385,859

Financial income 10,730 12,964 -2,234

Financial expenses -11,541 -52,348 40,807

Tax benefit/(expense) 13,045 -12,396 25,441

Contribution to net profit of discontinued operations 6,983 -3,147 10,130

Other net profit/(loss) from discontinued operations - 3,357 -3,357

Profit/(Loss) from discontinued operations 6,983 210 6,773

Both comparative periods reflect the results of the French companies engaged in the “Ecotaxe” project, classified in accordance with IFRS 5 following early termination of the project, as previously described in the consolidated financial statements as at and for the year ended 31 December 2014. In addition, the amount for 2014 included the contribution of the companies deconsolidated during the year, as described in note 8.


8.16 Earnings per share

The following statement shows a breakdown of the calculation of earnings per share for the two comparative periods.

2015 2014

Weighted average of shares outstanding 622,027,000 622,027,000


Profit for the year attributable to the Group (E000) 1,012,381 662,156

Earnings per share (E) 1.63 1.07

Profit from continuing operations attributable to owners of the parent (E000) 1,007,336 664,563

Basic earnings per share from continuing operations (E) 1.62 1.07

Profit/(Loss) from discontinued operations attributable to owners of the parent (E000) 5,045 -2,407

Basic earnings/(losses) per share from discontinued operations (E) 0.01 -

In the absence of options or convertible financial instruments issued by the Parent Company, diluted earnings per share coincides with the figure for basic earnings per share.

8.17 Material non-recurring transactions

During 2015, as part of a plan to improve its financial structure, Autostrade per l’Italia proceeded with early repayment of borrowings with a face value of E1,351,250 thousand, forming a portion of its borrowings, maturing in 2016, 2017, 2019 and 2020 (amounting to a total face value of E4,250,000 thousand), granted by the parent, Atlantia.

This took the form of two separate transactions:a) repayment, in February 2015, of loans from Atlantia with a face value of E1,020,130 thousand, maturing in 2016,

2017 and 2019, which took place at the same time as a Tender Offer launched by Atlantia with the aim of redeeming bonds in issue with the same maturities; as a result of this transaction, the Company recognised non-recurring financial expenses of E85,164 thousand, corresponding to the premium paid by Atlantia in order to proceed with early redemption, after taxation of E23,420 thousand, with a net impact on the result for the year of E61,744 thousand;

b) repayment, in December 2015, of loans from Atlantia with a face value of E331,120 thousand, maturing in 2017, 2019 and 2020, carried out through a Tender Offer, launched by Autostrade per l’Italia, with the aim of purchasing bonds with the same maturities issued by Atlantia and, at the same time, selling them back to the parent (which then cancelled them); as a result of this transaction, the Company recognised non-recurring financial expenses of E40,322 thousand, corresponding to the premium paid by Atlantia in order to proceed with early redemption, after taxation of E11,089 thousand, with a net impact on the result for the year of E29,233 thousand.



9.1 Notes to the consolidated statement of cash flows

Consolidated cash flow in 2015, compared with 2014, is analysed below. The consolidated statement of cash flows is included in the “Consolidated financial statements”.Cash flows during 2015 resulted in an increase of E1,344,593 thousand in cash and cash equivalents, versus a net cash outflow of E1,419,139 thousand in 2014.

Cash flows from operating activities amount to E1,989,670 thousand in 2015, up E519,735 thousand on the figure for 2014 (E1,469,935 thousand). The increase is primarily attributable to the inflow generated from working capital and other non-financial assets and liabilities, totalling E165,652 thousand, compared with an outflow of E271,306 thousand in 2014. This differing performance primarily reflects collection, in March 2015, of compensation payable by the French government, following early termination of the “Eco-Taxe” project in 2014, following the signature, in June 2014, of a memorandum of understanding with the French government.

Cash used for investing activities in 2015, totalling E992,032 thousand, is up E585,412 thousand on 2014 (E406,620 thousand), primarily due to:a) a E168,237 thousand increase in investment in assets held under concession, after the related government grants

and an increase in financial assets deriving from concession rights;b) the amount invested in order to acquire a controlling interest in SAT (amounting to E71,674 thousand), including the

outflow incurred in 2015 to fund the purchase of a 74.95% interest, after the cash and cash equivalents contributed by the company;

c) a reduction in current and non-current financial assets, totalling E104,750 thousand, primarily linked to the French government’s acknowledgement of its obligation to pay compensation following early termination of the “Eco-Taxe” project.

Net cash from financing activities amounts to E382,867 thousand for 2015, whilst 2014 recorded an outflow of E2,485,316 thousand following repayment of a loan from Autostrade per l’Italia to the parent, totalling E2,094,200 thousand.

The following table shows net cash flows generated from discontinued operations, including the contributions of the French companies (Ecomouv, Ecomouv D&B and Tech Solutions Integrators) in the two periods and of Pavimental, Spea and their respective subsidiaries for 2014 alone. These cash flows are included in the consolidated statement of cash flows under operating, investing and financing activities.

CASH FLOWS FROM DISCONTINUED OPERATIONS

Em 2015 2014

Net cash generated from/(used in) operating activities 96 -122

Net cash generated from/(used in) investing activities 247 394

Net cash generated from/(used in) financing activities -280 -188

9.2 Financial risk management

The Autostrade per l’Italia Group’s financial risk management objectives and policies

In the normal course of business, the Group is exposed to:a) market risk, principally linked to the effect of movements in interest and foreign exchange rates on financial assets

acquired and financial liabilities assumed;b) liquidity risk, with regard to ensuring the availability of sufficient financial resources to fund the Group’s operating

activities and repayment of the liabilities assumed;c) credit risk, linked to both ordinary trading relations and the likelihood of defaults by financial counterparties.

The Group’s financial risk management strategy is derived from and consistent with the business goals set by Atlantia’s Board of Directors, as contained in the long-term plans approved annually by the Board, taking into account Atlantia’s role in the management and coordination of Autostrade per l’Italia.

9. Other financial information


Market risk

The adopted strategy for each type of risk aims, wherever possible, to eliminate interest rate and currency risks and minimise borrowing costs, whilst taking account of stakeholders’ interests, as defined in the Financial Policy as approved by the Board of Directors of the parent, Atlantia.Management of these risks is based on prudence and best market practice.

The main objectives set out in this policy are as follows:a) to protect the scenario forming the basis of the long-term plan from the effect of exposure to currency and interest

rate risks, identifying the best combination of fixed and floating rates;b) to pursue a potential reduction of the Group’s borrowing costs within the risk limits determined by the Board of

Directors;c) to manage derivative financial instruments taking account of their potential impact on the results of operations and

financial position in relation to their classification and presentation.

The Group’s hedges outstanding as at 31 December 2015 are classified, in accordance with IAS 39, either as cash flow or fair value hedges, depending on the type of risk hedged. Fair value measurement of derivative financial instruments is dealt with in note 3. The residual average term to maturity of the Group’s debt as at 31 December 2015 is 6 years and 6 months. The average cost of medium to long-term debt for 2015 was 5.1% (4.4% for the companies operating in Italy, 7.5% for the Chilean companies and 14.9% for the Brazilian companies). Monitoring is, moreover, intended to assess, on a continuing basis, counterparty creditworthiness and the degree of risk concentration.

Interest rate risk

This risk is linked to uncertainty regarding the performance of interest rates, and takes two forms:a) cash flow risk: linked to financial assets and liabilities with cash flows indexed to a market interest rate. In order to

reduce the amount of floating rate debt, the Group has entered into interest rate swaps (IRSs), classified as cash flow hedges. The hedging instruments and the underlying financial liabilities have matching terms to maturity and notional amounts. Following tests of effectiveness, changes in fair value are recognised in other comprehensive income. The tests conducted revealed the presence of an ineffective portion (E966 thousand), accounted for in profit or loss and linked primarily to the impact of the new Forward-Starting IRSs with a total notional value of E2,200 million, variable durations of 6, 7 and 8 years and a weighted average fixed rate of 1.16%, entered into to hedge highly likely future financial liabilities to be assumed through to 2017 in order to meet Autostrade per l’Italia’s expected financing requirements. Interest income or expense deriving from the hedged instruments is recognised simultaneously in profit or loss;

b) fair value risk: the risk of losses deriving from an unexpected change in the value fixed rate financial assets and liabilities following an unfavourable shift in the market yield curve. As at 31 December 2015, the Group reports transactions classifiable as fair value hedges in accordance with IAS 39, regarding the previously mentioned new IPCA Linked Swaps entered into by the Brazilian companies, Triangulo do Sol and Colinas, with the aim of converting the real IPCA rate bonds issued in 2013 to a floating CDI rate. Changes in the fair value of these instruments are recognised in profit or loss and are offset by matching changes in the fair value of the underlying liabilities.

As a result of cash flow hedges, 90% of interest bearing debt is fixed rate.

Currency risk

Currency risk can result in the following types of exposure:a) economic exposure incurred through purchases and sales denominated in currencies other than the company’s

functional currency;b) translation exposure through equity investments in subsidiaries and associates whose financial statements are

denominated in a currency other than the euro;c) transaction exposure incurred by making deposits or obtaining loans in currencies other than the currency in which

financial statements are denominated.

The Group’s prime objective of currency risk is to minimise transaction exposure through the assumption of liabilities in currencies other than the presentation currency.


11% of the Group’s debt is denominated in currencies other than the euro, based on the proportion of debt denominated in the local currency of the country in which the relevant Group company operates. The Group’s net debt is, therefore, effectively not exposed to currency risk on translation.

The following table summarises outstanding derivative financial instruments as at 31 December 2015 (compared with 31 December 2014) and shows the corresponding market and notional values of the hedged financial asset or liability.

E000

Type

Purpose of hedge 31/12/2015 31/12/2014

Fair value asset/(liability)

Notional amount Fair value asset/(liability)

Notional amount

Cash flow hedges (1)

Interest Rate Swaps Interest rate risk -356,084 3,632,107 -360,351 1,692,591

Total -356,084 3,632,107 -360,351 1,692,591

Fair value hedges (1)

IPCA x CDI Swaps -12,461 154,954 -9,800 225,670

Total -12,461 154,954 -9,800 225,670

Derivatives not accounted for as hedges

FX Forwards Currency risk 36 (2) 35,914 -1,034 (2) 31,230

Total 36 35,914 -1,034 31,230

Total derivatives -368,509 3,822,975 -371,185 1,949,491

of which:

– fair value (asset) 36 -

– fair value (liability) -368,545 -371,185

(1) The fair value of cash flow hedges excludes accruals at the measurement date.(2) The fair value of these derivatives is classified in short-term assets and liabilities.

Sensitivity analysis

Sensitivity analysis describes the impact that the interest rate and foreign exchange movements to which the Group is exposed would have had on the consolidated income statement for 2015 and on equity as at 31 December 2015.

The interest rate sensitivity analysis is based on the exposure of derivative and non-derivative financial instruments at the end of the year, assuming, in terms of the impact on the income statement, a 0.10% (10 bps) shift in the market yield curve at the beginning of the year, whilst, with regard to the impact of changes in fair value on other comprehensive income, the 10 bps shift in the curve was assumed to have occurred at the measurement date. The results of the analyses were:a) in terms of interest rate risk, an unexpected and unfavourable 0.10% shift in market interest rates would have

resulted in a negative impact on the consolidated income statement, totalling E989 thousand, and on other comprehensive income, totalling E26,439 thousand, before the related taxation;

b) in terms of currency risk, an unexpected and unfavourable 10% shift in the exchange rate would have resulted in a negative impact on the consolidated income statement, totalling E22,716 thousand, and on other comprehensive income, totalling E233,769 thousand, due to the adverse effect on the overseas companies’ after-tax results and changes in the foreign currency translation reserves.


Liquidity risk

Liquidity risk relates to the risk that cash resources may be insufficient to fund the payment of liabilities as they fall due. The Group believes that its ability to generate cash, the ample diversification of its sources of funding and the availability of committed and uncommitted lines of credit provides access to sufficient sources of finance to meet its projected financial needs.

As at 31 December 2015, project debt allocated to specific overseas companies amounts to E1,561 million. At the same date the Group has cash reserves of E4,802 million, consisting of:a) E2,412 million in cash and/or investments maturing in the short term, after net short-term payables due to Atlantia

Group companies, essentially in relation to the Company’s provision of centralised treasury services;b) E536 million in term deposits allocated primarily to part finance the execution of specific construction services and

to service the debt of certain Chilean companies;c) E1,855 million in undrawn committed lines of credit. The Group has lines of credit with a weighted average residual

term to maturity of approximately 8 years and 6 months and a weighted average residual drawdown period of approximately 2 year and 3 months.

Details of drawn and undrawn committed lines of credit are shown below.

E000 Borrower

Line of credit Drawdown period expires

Final maturity 31/12/2015

Available Drawn Undrawn

Autostrade per l’Italia Medium/long-term committed EIB line 2013 “Environment and Motorway Safety” 31/12/2017 15/09/2037 200 - 200

Autostrade per l’Italia Medium/long-term committed EIB line 2010 "Upgrade A14 B" 31/12/2017 31/12/2036 300 100 200

Autostrade per l’Italia Medium/long-term committed EIB line 2013 “Florence Bologna IV B” 31/12/2017 15/09/2038 250 150 100

Autostrade per l’Italia Medium/long-term committed CDP/SACE line 23/09/2016 23/12/2024 1,000 200 800

Autostrade per l’Italia Medium/long-term committed CDP A1 2012 line 21/11/2020 20/12/2021 700 200 500

Autostrade Meridionali Short-term loan from Banco di Napoli 30/06/2016 31/12/2016 300 245 55

Lines of credit 2,750 895 1,855

The following schedule shows the distribution of maturities for financial liabilities outstanding as at 31 December 2015 and 31 December 2014.The amounts shown in the following tables include interest payments and exclude the impact of any offset agreements. The time distribution of terms to maturity is based on the residual contract term or on the earliest date on which repayment of the liability may be required, unless a better estimate is available. The distribution for transactions with amortisation schedules is based on the date on which each instalment falls due.


E000 31/12/2015

Carrying amount

Total contractual

flows

Within 12 months

Between 1 and 2 years


After 5 years

Non-derivative financial liabilities (1)

Bond issues (A) 3,511,386 -4,247,641 -298,828 -188,794 -533,487 -3,226,532

Medium/long-term borrowings (2)

Total bank borrowings 3,297,747 -4,230,486 -249,397 -299,687 -877,141 -2,804,261

Total other borrowings 7,575,621 -9,372,705 -1,198,817 -861,781 -3,052,595 -4,259,512

of which due to Atlantia 7,378,146 -9,320,425 -1,198,817 -861,781 -3,000,315 -4,259,512

Total medium/long-term borrowings (B) 10,873,368 -13,603,191 -1,448,214 -1,161,468 -3,929,736 -7,063,773

Total non-derivative financial liabilities (C = A + B) 14,384,754 -17,850,832 -1,747,042 -1,350,262 -4,463,223 -10,290,305

Derivatives (2) (3)

Interest rate swaps (4) 356,084 -614,933 -61,324 -70,601 -239,672 -243,336

IPCA x CDI Swaps (4) 12,461 52,020 -7,833 -3,779 15,760 47,872

Total derivatives 368,545 -562,913 -69,157 -74,380 -223,912 -195,464

(1) Future cash flows relating to interest on bond issues and floating rate loans have been projected on the basis of the latest established rate and applied and held constant to final maturity.

(2) As at 31 December 2015, expected contractual flows are linked to the hedging of outstanding and highly likely future financial liabilities to meet funding requirements through to 2017.

(3) Expected future cash flows from differentials on derivatives have been projected on the basis of the exchange rate fixed at the measurement date.

(4) Future cash flows relating to differentials on interest rate swaps (IRS) and IPCA x CDI Swaps have been projected on the basis of the latest interest rate fixed and held constant to the maturity of the contract.

E000 31/12/2014

Carrying amount

Total contractual

flows

Within 12 months



After 5 years


Bond issues (A) 1,037,122 -1,506,238 -251,196 -158,176 -487,050 -609,816

Medium/long-term borrowings (2)

Total bank borrowings (2) 3,495,168 -4,418,941 -460,848 -229,456 -880,436 -2,848,201

Total other borrowings 8,891,303 -11,381,782 -420,768 -1,888,841 -2,877,606 -6,194,567

of which due to Atlantia 8,736,615 -11,298,323 -389,475 -1,888,841 -2,830,697 -6,189,309

Total medium/long-term borrowings (B) 12,386,471 -15,800,723 -881,616 -2,118,297 -3,758,042 -9,042,768

Total non-derivative financial liabilities (C = A + B) 13,423,593 -17,306,961 -1,132,812 -2,276,473 -4,245,092 -9,652,584

Derivatives (3) (4)

Interest rate swaps (2) (5) 360,351 -473,694 -64,950 -53,211 -154,828 -200,705

IPCA x CDI Swaps (5) 9,800 61,384 -6,753 -4,400 10,994 61,543

Total derivatives 370,151 -412,310 -71,703 -57,611 -143,834 -139,162


(2) This item includes the French companies’ liabilities classified in liabilities related to discontinued operations.(3) Expected contractual flows are linked to the outstanding hedged financial liabilities as at 31 December 2014.(4) Expected future cash flows from differentials on derivatives have been projected on the basis of the exchange rate fixed at the measurement

date.(5) Future cash flows relating to differentials on interest rate swaps (IRS) and IPCA x CDI Swaps have been projected on the basis of the latest interest

rate fixed and held constant to the maturity of the contract.


The following table shows the time distribution of expected cash flows from cash flow hedges, and the financial years in which they will be recognised in profit or loss.

E000 31/12/2015 31/12/2014

Carrying amount

Expected cash

flows (1)

Within 12 months

Between 1 and 2

years

Between 3 and 5

years

After 5 years

Carrying amount

Expected cash

flows (1)

Within 12 months

Between 1 and 2

years

Between 3 and 5

years

After 5 years

Interest rate swaps

Derivative liabilities -356,084 -381,928 -69,037 -67,833 -170,135 -74,923 -360,351 -386,006 -64,718 -52,247 -138,959 -130,082

Total cash flow hedges -356,084 -381,928 -69,037 -67,833 -170,135 -74,923 -360,351 -386,006 -64,718 -52,247 -138,959 -130,082

Accrued expenses on cash flow hedges -25,844 -25,655

Total cash flow hedge derivative assets/liabilities -381,928 -381,928 -69,037 -67,833 -170,135 -74,923 -386,006 -386,006 -64,718 -52,247 -138,959 -130,082

E000 31/12/2015 31/12/2014

Expected cash

flows (1)

Within 12 months

Between 1 and 2

years

Between 3 and 5

years

After 5 years

Expected cash

flows (1)

Within 12 months

Between 1 and 2

years

Between 3 and 5

years

After 5 years

Interest rate swaps

Income from cash flow hedges 5,986 - - - 5,986 - - - - -

Losses on cash flow hedges -362,070 -47,395 -68,087 -169,747 -76,841 -360,351 -47,415 -51,871 -137,300 -123,765

Total income (losses) from cash flow hedges -356,084 -47,395 -68,087 -169,747 -70,855 (360,351) (47,415) (51,871) (137,300) (123,765)

(1) Expected cash flows from swap differentials are calculated on the basis of market curves at the measurement date.

Credit risk

The Group manages credit risk essentially through recourse to counterparties with high credit ratings, with no significant credit risk concentrations as required by Financial Policy. Credit risk deriving from outstanding derivative financial instruments can also be considered marginal in that the counterparties involved are major financial institutions. There are no margin agreements providing for the exchange of cash collateral if a certain fair value threshold is exceeded.Provisions for impairment losses on individually material items, on the other hand, are established when there is objective evidence that the Group will not be able to collect all or any of the amount due. The amount of the provisions takes account of estimated future cash flows and the date of collection, any future recovery costs and expenses, and the value of any security and guarantee deposits received from customers. General provisions, based on the available historical and statistical data, are established for items for which specific provisions have not been made. Details of the allowance for bad debts for trade receivables are provided in note 7.7.


10.1 Operating and geographical segments

Operating segments

The Autostrade per l’Italia Group’s operating segments have been identified on the basis of the information provided to the Board of Directors of the parent, Atlantia, which represents the Group’s chief operating decision maker, taking into account Atlantia’s role in the management and coordination of Autostrade per l’Italia, taking decisions regarding strategy and the allocation of resources and assessing performance. In particular, the performance of the business is assessed both in terms of geographical area and in terms of business segment.

Details of the Autostrade per l’Italia Group’s operating segments are as follows:a) Italian motorways: this includes the Italian motorway operators (Autostrade per l’Italia, Autostrade Meridionali,

Tangenziale di Napoli, Società italiana per azioni per il Traforo del Monte Bianco and Raccordo Autostradale Valle d’Aosta), whose core business consists of the management, maintenance, construction and widening of the related motorways operated under concession. This operating segment also include the motorway operator, Società Autostrada Tirrenica, following the acquisition of control of this company and its consolidation from 30 September 2015. In addition, this segment also includes Telepass, the companies that provide support for the motorway business in Italy, and the Italian holding company, Autostrade dell’Atlantico, which holds investments in South America;

b) overseas motorways: this includes the activities of the holders of motorway concessions in Brazil, Chile and Poland, and the companies that provide operational support for these operators and the related foreign-registered holding companies;

c) other activities: this segment includes the production and operation of free-flow tolling systems, traffic and transport management systems, and public information and electronic payment systems. The most important companies are Autostrade Tech and Electronic Transaction Consultants. In addition, adjusted operating cash flow for 2014 benefitted from the contribution of Ecomouv (the “Eco-Taxe” project), which ceased operations following the French government’s decision to terminate the related partnership agreement on 30 October 2014, and Pavimental and Spea (and their respective subsidiaries), disposed of by Autostrade per l’Italia in 2014.

Other than those identified and presented in the following tables, there are no other operating segments that meet the quantitative thresholds provided for by IFRS 8.The column “Consolidation adjustments” includes consolidation adjustments and intersegment eliminations. The “Unallocated items” include income and cost components that have not been allocated to the individual segments. These regard: revenue from construction services recognised in accordance with IFRIC 12 by the Group’s motorway operators, depreciation, amortisation, impairment losses and reversals of impairment losses, provisions and other adjustments, financial income and expenses and income tax expense. In relation to the information used to assess the performances of its operating segments, the Group reports EBITDA, deemed to be an appropriate means of assessing the results of the Autostrade per l’Italia Group and its operating segments.

10. Other information


A summary of the key performance indicators for each segment, identified in accordance with the requirements of IFRS 8, is shown below.

Em 2015

Italian motorways

Overseas motorways

Other activities

Consolidation adjustments

Unallocated items

Total consolidated

amounts

External revenue 3,768 546 111 - - 4,425

Intersegment revenue 9 - 32 (41) - -

Total revenue 3,777 546 143 (41) - 4,425

EBITDA 2,314 407 22 - - 2,743

Amortisation, depreciation, impairment losses and reversals of impairment losses (710) (710)

Operating change in provisions and other adjustments 24 24

EBIT 2,057

Financial income/(expenses) (590) (590)

Profit/(Loss) before tax from continuing operations 1,467

Income tax (expense)/benefit (345) (345)

Profit/(Loss) from continuing operations 1,122

Profit/(Loss) from discontinued operations 7 7

Profit for the year 1,129

Operating cash flow 1,471 330 23 - - 1,824

Capital expenditure 967 172 12 - - 1,151

Em 2014

Italian motorways

Overseas motorways

Other activities

Consolidation adjustments

Unallocated items

Total consolidated

amounts

External revenue 3,669 541 78 - - 4,288

Intersegment revenue 10 - 24 (34) - -

Total revenue 3,679 541 102 (34) - 4,288

EBITDA 2,257 412 14 - - 2,683

Amortisation, depreciation, impairment losses and reversals of impairment losses (661) (661)

Operating change in provisions and other adjustments (245) (245)

EBIT 1,777

Financial income/(expenses) (584) (584)

Profit/(Loss) before tax from continuing operations 1,193

Income tax (expense)/benefit (499) (499)

Profit/(Loss) from continuing operations 694

Profit/(Loss) from discontinued operations - -

Profit for the year 694

Operating cash flow 1,410 319 11 - - 1,740

Capital expenditure 774 156 13 (10) - 933


The following should be noted with regard to the operating segment information presented in the above tables: a) intersegment revenue regards intragroup transactions between companies in different operating segments. They

relate primarily to the work carried out by Autostrade Tech for Telepass and the Group’s other Italian operators; b) total revenue does not include revenue from construction services, totalling E576 million in 2015 and E490 million

in 2014;c) EBITDA is calculated by deducting all operating costs, with the exception of amortisation, depreciation, impairment

losses on assets and reversals of impairment losses, provisions and other adjustments, from operating revenue;d) EBIT is calculated by deducting amortisation, depreciation, impairment losses on assets and reversals of impairment

losses, provisions and other adjustments from EBITDA. EBIT differs from “Operating profit” in the consolidated income statement, as it does not include the capitalised component of financial expenses relating to construction services, which are not reported in this table, as indicated in point c) above. These amounts are E29 million for 2015 and E18 million for 2014;

e) operating cash flow is calculated as profit + amortisation/depreciation +/- provisions/releases of provisions + financial expenses from discounting of provisions +/- impairments/reversals of impairments of assets +/- share of profit/(loss) of investments accounted for using equity method +/- (losses)/gains on sale of assets +/- other non-cash items +/- portion of net deferred tax assets/liabilities recognised in the income statement;

f) the figure for capital expenditure includes investment in assets held under concession, in property, plant and equipment and in other intangible assets, as shown in the consolidated statement of cash flows.

In accordance with the information provided in note 8, the contributions of the French companies set up in relation to the “Eco-Taxe” project and the companies disposed of during 2014 (Pavimental, Spea and their respective subsidiaries) have been included in “Profit/(Loss) from discontinued operations” and, therefore, do not contribute to the revenue or EBITDA of the operating segments. In contrast, however, the segments’ operating cash flow and capital expenditure include the contributions of these companies (in the case of Pavimental and Spea, only for 2014 and until the respective dates of their sale).EBITDA, EBIT and operating cash flow are not identified as performance indicators under the IFRS endorsed by the European Union. They have not, therefore, been audited.Finally, in no case did revenues from transactions with a single external customer exceed 10% of the Group’s total revenue in 2015.

Geographical information

The following table shows an analysis of the Autostrade per l’Italia Group’s revenue and non-current assets by geographical area.

Em Revenue Non-current assets (*)

2015 2014 31/12/2015 31/12/2014

Italy 4,221 3,991 18,819 18,620

Poland 66 57 206 227

France 2 38 - -

Portugal - - 15 -

Europe subtotal 4,289 4,086 19,040 18,847

Brazil 327 384 1,022 1,400

Chile 308 226 1,799 1,920

USA 71 48 28 19

Total 4,995 4,744 21,889 22,186

(*) In accordance with IFRS 8, non-current assets do not include non-current financial assets or deferred tax assets.


10.2 Disclosure of non-controlling interests in consolidated companies

A list of the principal consolidated companies with non-controlling interests as at 31 December 2015 (with the relevant comparatives as at 31 December 2014). The complete list of the Group’s investments as at 31 December 2015 is provided in Annex 1 “The Autostrade per l’Italia Group’s scope of consolidation and investments”.

Consolidated companieswith relevant Non-controlling interests

Country 31/12/2015 31/12/2014

Group interest Non-controlling interests

Group interest Non-controlling interests

Italian motorways

Autostrade Meridionali SpA Italy 58.98% 41.02% 58.98% 41.02%

Società Italiana pA per il Traforo del Monte Bianco Italy 51.00% 49.00% 51.00% 49.00%

Raccordo Autostradale Valle d’Aosta SpA Italy 24.46% 75.54% 24.46% 75.54%

Overseas motorways

AB Concessões SA Brazil 50.00% 50.00% 50.00% 50.00%

Concessionaria da Rodovia MG 050 SA Brazil 50.00% 50.00% 50.00% 50.00%

Rodovia das Colinas SA Brazil 50.00% 50.00% 50.00% 50.00%

Triangulo do Sol Auto-Estradas SA Brazil 50.00% 50.00% 50.00% 50.00%

Grupo Costanera SA Chile 50.01% 49.99% 50.01% 49.99%

Sociedad concesionaria AMB SA Chile 50.01% 49.99% 50.01% 49.99%

Sociedad concesionaria Costanera Norte SpA Chile 50.01% 49.99% 50.01% 49.99%

Sociedad concesionaria Vespucio Sur SA Chile 50.01% 49.99% 50.01% 49.99%

Sociedad concesionaria Litoral Central SA Chile 50.01% 49.99% 50.01% 49.99%

Sociedad Gestion Vial SA Chile 50.01% 49.99% 50.01% 49.99%

Sociedad Operation y Logistica de Infraestructuras SA Chile 50.01% 49.99% 50.01% 49.99%

Sociedad concesionaria Autopista Nororiente SA Chile 50.01% 49.99% 50.01% 49.99%

Sociedad concesionaria Autopista Nueva Vespucio Sur SA Chile 50.01% 49.99% 50.01% 49.99%

Stalexport Autostrady SA Poland 61.20% 38.80% 61.20% 38.80%

Stalexport Autostrada Małopolska SA Poland 61.20% 38.80% 61.20% 38.80%

Stalexport Autoroute Sàrl Poland 61.20% 38.80% 61.20% 38.80%

Via4 SA Poland 33.66% 66.34% 33.66% 66.34%

Other activities

Ecomouv’ Sas France 70.00% 30.00% 70.00% 30.00%

Electronic Transactions Consultants Co. USA 64.46% 35.54% 64.46% 35.54%

Infoblu SpA Italy 75.00% 25.00% 75.00% 25.00%

The consolidated companies deemed to be material for the Autostrade per l’Italia Group, in terms of the percentage interest held by non-controlling interests for the purposes of the financial disclosures required by IFRS 12, are as follows:a) the Brazilian sub-holding, AB Concessões, and its subsidiaries;b) the Chilean sub-holding, Grupo Costanera, and its direct and indirect subsidiaries.

Non-controlling interests in these sub-groups of companies are deemed material based on their contribution to the Autostrade per l’Italia Group’s consolidated amounts. In addition, the non-controlling interest in AB Concessões is held by a sole shareholder (a Bertin group company), whilst the non-controlling interest in Grupo Costanera (equal to 49.99%,) is held by the Canadian pension fund, Canada Pension Plan Investment Board.

Information on the corporate restructuring carried out by the Brazilian sub-holding companies is provided in note 6.2.


The key financial indicators presented in the following table thus include amounts for the above companies and their respective subsidiaries, extracted, unless otherwise indicated, from the reporting packages prepared by these companies for the purposes of Autostrade per l’Italia’s consolidated financial statements, in addition to the accounting effects of acquisitions (fair value adjustments of the net assets acquired).

Em AB Concessões and direct subsidiaries

Grupo Costanera and direct and indirect subsidiaries

2015 2014 2015 2014

Revenue (1) 327 384 280 206

Profit for the year 76 54 124 2

Profit/(Loss) for the year attributable to non-controlling interests (2) 38 27 62 1

Net cash generated from operating activities (2) 91 115 181 159

Net cash used in investing activities (2) -124 -181 -33 -103

Net cash generated from/(used in) financing activities (2) 7 22 -23 -9

Effect of exchange rate movements on cash and cash equivalents (1) -22 3 -12 -

Increase/(Decrease) in cash and cash equivalents (2) -48 -41 113 47

Dividends paid to non-controlling shareholders 16 - - -

Em AB Concessões and direct subsidiaries

Grupo Costanera and direct and indirect subsidiaries

31/12/2015 31/12/2014 31/12/2015 31/12/2014

Non-current assets 1,911 2,365 2,922 3,271

Current assets 126 164 697 396

Non-current liabilities 1,013 1,371 1,686 1,987

Current liabilities 324 271 313 104

Net assets 700 887 1,620 1,576

Net assets attributable to non-controlling interests (2) 351 445 823 802

(1) This item includes toll revenue, revenue from construction services, contract revenue and other operating income.(2) The amounts shown contribute to the Group’s consolidated amounts and, therefore, include the impact of any consolidation adjustments.

10.3 Guarantees

The Group has certain personal guarantees in issue to third parties as at 31 December 2015. These include, listed by importance:a) guarantees issued by Autostrade per l’Italia securing the bonds issued by Atlantia, amounting to a total of E8,991,511

thousand and representing 120% of par value, in return for which Autostrade per l’Italia receives intragroup loans with the same terms to maturity and a face value of E7,492,926 thousand as at 31 December 2015;

b) bank guarantees provided by Tangenziale di Napoli (E29,756 thousand) to the Ministry of Infrastructure and Transport, as required by the covenants in the relevant concession arrangement;

c) bank guarantees provided by Telepass (E25,789 thousand) to certain French operators in connection with the company’s operations in France;

d) guarantees issued by the Brazilian, Chilean and Polish operators securing project financing in the form of either bank loans or bonds.

As at 31 December 2015, the shares of certain of the Group’s overseas operators (Rodovias das Colinas, Concessionaria da Rodovias MG050, Triangulo do Sol, Sociedad Concesionaria Costanera Norte, Sociedad Concesionaria de Los Lagos, Sociedad Concesionaria Autopista Nororiente, Sociedad Concesionaria Litoral Central, Sociedad Concesionaria Vespucio Sur and Stalexport Autostrada Malopolska) have also been pledged to the respective providers of project financing to the same companies, as have shares in Pune Solapur Expressways, Lusoponte and Bologna & Fiera Parking.


10.4 Reserves

As at 31 December 2015, Group companies have recognised contract reserves quantified by contractors amounting to approximately E1,750 million (E2,260 million as at 31 December 2014). Based on past experience, only a small percentage of the reserves will actually have to be paid to contractors and, in this case, will be accounted for as an increase in intangible assets deriving from concession rights.Reserves have also been recognised in relation to works not connected to investment (work for external parties and maintenance), amounting to approximately E44 million. The estimated future cost is covered by provisions for disputes accounted for in the consolidated financial statements as at and for the year ended 31 December 2015.


This section describes the Autostrade per l’Italia Group’s principal transactions with related parties, identified as such according to the criteria in the procedure for related party transactions adopted by the parent, Atlantia, in application of article 2391-bis of the Italian Civil Code, the Regulations adopted by the Commissione Nazionale per le Società e la Borsa (the Consob) in Resolution 17221 of 12 March 2010, as amended. The Procedure, which is available for inspection at www.atlantia.it, establishes the criteria to be used in identifying related parties, in distinguishing between transactions of greater and lesser significance and in applying the rules governing the above transactions of greater and lesser significance, and in fulfilling the related reporting requirements.


The following table shows material amounts in the income statement and statement of financial position generated by the Autostrade per l’Italia Group’s related party transactions, broken down by nature of the transaction (trading or financial), including those with Directors, Statutory Auditors and key management personnel at Autostrade per l’Italia.

PRINCIPAL TRADING TRANSACTIONS WITH RELATED PARTIES

Em 31/12/2015 31/12/2015 2015

Assets Liabilities Income Expenses

Trading and other assets Trading and other liabilities Revenue from

construction services

and other operating

income

Total Trading and other expenses

Trade receivables

Current tax assets

Other trading and

other assets

Total Trade payables

Current tax liabilities

Other current

liabilities

Total Raw and consumable

materials

Service costs

Staff costs Other operating

costs

Total

Parents

Sintonia - 7.1 - 7.1 - - - - - - - - - - -

Atlantia 3.1 13.8 - 16.9 2.9 9.0 26.9 38.8 2.9 2.9 - 0.8 2.6 0.1 3.5

Total parents 3.1 20.9 - 24.0 2.9 9.0 26.9 38.8 2.9 2.9 - 0.8 2.6 0.1 3.5

Associates

Società Autostrada Tirrenica - - - - - - - - 1.6 1.6 - 0.1 - - 0.1

Biuro Centrum - - - - 0.1 - - 0.1 0.1 0.1 - 0.7 - - 0.7

Bologna & Fiera Parking 1.1 - - 1.1 - - - - - - - - - - -

Pavimental 1.0 - - 1.0 176.4 - 5.7 182.1 1.3 1.3 - 367.8 - 0.3 368.1

Spea Engineering 19.0 - - 19.0 80.9 - - 80.9 0.9 0.9 - 72.4 0.9 - 73.3

Other associates - - - - - - - - 0.1 0.1 - - - - -

Total associates 21.1 - - 21.1 257.4 - 5.7 263.1 4 4 - 441 0.9 0.3 442.2

Affiliates

Autogrill 36.8 - - 36.8 3.9 - - 3.9 72.2 72.2 0.4 0.5 - 0.3 1.2

Aeroporti di Roma group 0.6 - - 0.6 0.2 - - 0.2 0.7 0.7 - 0.2 - - 0.2

Pavimental Polska - - - - 0.6 - - 0.6 - - - 0.2 - - 0.2

Pune Solapur Expressways Private 0.3 - - 0.3 - - - - - - - - - - -

Total affiliates 37.7 - - 37.7 4.7 - - 4.7 72.9 72.9 0.4 0.9 - 0.3 1.6

Pension funds

ASTRI pension fund - - - - - - 4.1 4.1 - - - - 13.4 - 13.4

CAPIDI pension fund - - - - - - 1.0 1.0 - - - - 2.0 - 2.0

Total pension funds - - - - - - 5.1 5.1 - - - - 15.4 - 15.4

Key management personnel

Key management personnel - - - - - - 3.7 3.7 - - - - 10.8 - 10.8

Total key management personnel (1) - - - - - - 3.7 3.7 - - - - 10.8 - 10.8

Total 61.9 20.9 - 82.8 265.0 9.0 41.4 315.4 79.8 79.8 0.4 442.7 29.7 0.7 473.5

(1) Autostrade per l’Italia’s “key management personnel” means the Company’s Directors, Statutory Auditors and other key management personnel as a whole. Expenses for each period include emoluments, salaries, benefits in kind, bonuses and other incentives (including the fair value of share-based incentive plans) for Autostrade per l’Italia staff and staff of the relevant subsidiaries and associates.

In addition to the information shown in the table, the consolidated financial statements also include contributions for 2015 of E1.7 million paid on behalf of Directors, Statutory Auditors and other key management personnel and the related liabilities of E0.6 million as at 31 december 2015.


The following table shows material amounts in the income statement and statement of financial position generated by the Autostrade per l’Italia Group’s related party transactions, broken down by nature of the transaction (trading or financial), including those with Directors, Statutory Auditors and key management personnel at Autostrade per l’Italia.


Em 31/12/2015 31/12/2015 2015




and other operating

income


Trade receivables

Current tax assets

Other trading and

other assets



Other current

liabilities


materials

Service costs


costs

Total

Parents

Sintonia - 7.1 - 7.1 - - - - - - - - - - -

Atlantia 3.1 13.8 - 16.9 2.9 9.0 26.9 38.8 2.9 2.9 - 0.8 2.6 0.1 3.5

Total parents 3.1 20.9 - 24.0 2.9 9.0 26.9 38.8 2.9 2.9 - 0.8 2.6 0.1 3.5

Associates

Società Autostrada Tirrenica - - - - - - - - 1.6 1.6 - 0.1 - - 0.1

Biuro Centrum - - - - 0.1 - - 0.1 0.1 0.1 - 0.7 - - 0.7

Bologna & Fiera Parking 1.1 - - 1.1 - - - - - - - - - - -

Pavimental 1.0 - - 1.0 176.4 - 5.7 182.1 1.3 1.3 - 367.8 - 0.3 368.1

Spea Engineering 19.0 - - 19.0 80.9 - - 80.9 0.9 0.9 - 72.4 0.9 - 73.3

Other associates - - - - - - - - 0.1 0.1 - - - - -

Total associates 21.1 - - 21.1 257.4 - 5.7 263.1 4 4 - 441 0.9 0.3 442.2

Affiliates

Autogrill 36.8 - - 36.8 3.9 - - 3.9 72.2 72.2 0.4 0.5 - 0.3 1.2

Aeroporti di Roma group 0.6 - - 0.6 0.2 - - 0.2 0.7 0.7 - 0.2 - - 0.2



Total affiliates 37.7 - - 37.7 4.7 - - 4.7 72.9 72.9 0.4 0.9 - 0.3 1.6

Pension funds







Total 61.9 20.9 - 82.8 265.0 9.0 41.4 315.4 79.8 79.8 0.4 442.7 29.7 0.7 473.5

(1) Autostrade per l’Italia’s “key management personnel” means the Company’s Directors, Statutory Auditors and other key management personnel as a whole. Expenses for each period include emoluments, salaries, benefits in kind, bonuses and other incentives (including the fair value of share-based incentive plans) for Autostrade per l’Italia staff and staff of the relevant subsidiaries and associates.

In addition to the information shown in the table, the consolidated financial statements also include contributions for 2015 of E1.7 million paid on behalf of Directors, Statutory Auditors and other key management personnel and the related liabilities of E0.6 million as at 31 december 2015.


Em 31/12/2014 31/12/2014 2014




and other operating

income


Trade receivables

Current tax assets

Other trading and

other assets



Other current

liabilities


materials

Service costs


costs

Total

Parents

Sintonia - 18.0 - 18.0 - - - - - - - - - - -

Atlantia 2.0 8.2 - 10.2 2.0 21.4 - 23.4 2.1 2.1 1.3 0.1 1.5 0.1 3.0

Total parents 2.0 26.2 - 28.2 2.0 21.4 - 23.4 2.1 2.1 1.3 0.1 1.5 0.1 3.0

Associates

Società Autostrada Tirrenica 1.1 - - 1.1 5.1 - - 5.1 1.9 1.9 - - - - -

Biuro Centrum - - - - - - - - 0.1 0.1 - 0.7 - - 0.7

Bologna & Fiere Parking 1.1 - - 1.1 - - - - - - - - - - -

Pavimental 1.3 - - 1.3 191.6 - 3.8 195.4 1.1 1.1 - 207.5 - - 207.5

Spea Engineering 22.8 - - 22.8 74.4 - - 74.4 n.a. n.a. n.a. n.a. n.a. n.a. n.a.

Other associates 1.9 - 0.4 2.3 - - - - - 0.1 - - - - -

Total associates 28.2 - 0.4 28.6 271.1 - 3.8 274.9 3.1 3.2 - 208.2 - - 208.2

Affiliates

Autogrill 36.3 - - 36.3 0.3 - - 0.3 109.1 109.1 1.7 0.5 - - 2.2

Aeroporti di Roma group 1.0 - - 1.0 - - - - 1.7 1.7 - - - - -



Spea Brasil - - - - - - - - n.a. n.a. n.a. n.a. n.a. n.a. n.a.

United Colors Communication - - - - - - - - 0.2 0.2 - 1.6 - - 1.6

Other affiliates - - - - 0.5 - - 0.5 - - - - - - -

Total affiliates 37.8 - - 37.9 1.4 - - 1.4 111.0 111.0 1.7 2.9 - - 4.6

Pension funds







Total 68.1 26.2 0.4 94.7 274.5 21.4 11.4 307.3 116.3 116.3 3.0 211.2 23.8 0.1 238.1


Em 31/12/2014 31/12/2014 2014




and other operating

income


Trade receivables

Current tax assets

Other trading and

other assets



Other current

liabilities


materials

Service costs


costs

Total

Parents

Sintonia - 18.0 - 18.0 - - - - - - - - - - -

Atlantia 2.0 8.2 - 10.2 2.0 21.4 - 23.4 2.1 2.1 1.3 0.1 1.5 0.1 3.0

Total parents 2.0 26.2 - 28.2 2.0 21.4 - 23.4 2.1 2.1 1.3 0.1 1.5 0.1 3.0

Associates

Società Autostrada Tirrenica 1.1 - - 1.1 5.1 - - 5.1 1.9 1.9 - - - - -

Biuro Centrum - - - - - - - - 0.1 0.1 - 0.7 - - 0.7

Bologna & Fiere Parking 1.1 - - 1.1 - - - - - - - - - - -

Pavimental 1.3 - - 1.3 191.6 - 3.8 195.4 1.1 1.1 - 207.5 - - 207.5

Spea Engineering 22.8 - - 22.8 74.4 - - 74.4 n.a. n.a. n.a. n.a. n.a. n.a. n.a.

Other associates 1.9 - 0.4 2.3 - - - - - 0.1 - - - - -

Total associates 28.2 - 0.4 28.6 271.1 - 3.8 274.9 3.1 3.2 - 208.2 - - 208.2

Affiliates

Autogrill 36.3 - - 36.3 0.3 - - 0.3 109.1 109.1 1.7 0.5 - - 2.2

Aeroporti di Roma group 1.0 - - 1.0 - - - - 1.7 1.7 - - - - -



Spea Brasil - - - - - - - - n.a. n.a. n.a. n.a. n.a. n.a. n.a.

United Colors Communication - - - - - - - - 0.2 0.2 - 1.6 - - 1.6

Other affiliates - - - - 0.5 - - 0.5 - - - - - - -

Total affiliates 37.8 - - 37.9 1.4 - - 1.4 111.0 111.0 1.7 2.9 - - 4.6

Pension funds







Total 68.1 26.2 0.4 94.7 274.5 21.4 11.4 307.3 116.3 116.3 3.0 211.2 23.8 0.1 238.1


PRINCIPAL FINANCIAL TRANSACTIONS WITH RELATED PARTIES

Em 31/12/2015 31/12/2015 2015


Financial assets Financial liabilities Financial income Financial expenses

Other non-current

financial assets

Current financial

assets deriving

from government

grants

Inter-company

current account

receivables

Other current

financial assets

Total Medium/long-term

borrowings

Non-current derivative liabilities

Short-term borrowings

Inter-company

current account

payables

Current portion of medium/

long-term financial

liabilities

Other current

borrowings

Total Other financial

income


expenses

Total

ParentsAtlantia - - - - - 6,495.4 216.1 400.0 13.3 1,083.3 - 8,208.1 25.1 25.1 517.0 517.0Total parents - - - - - 6,495.4 216.1 400.0 13.3 1,083.3 - 8,208.1 25.1 25.1 517.0 517.0

AssociatesSocietà Autostrada Tirrenica (1) - - - - - - - - - - - - 6.6 6.6 - - Pavimental (2) - - 76.8 - 76.8 - - - - - - - 1.3 1.3 - - Pedemontana Veneta (in liquidation) - - - 0.1 0.1 - - - - - - - - - - - Spea Engineering (3) - - - - - - - - 0.2 - - 0.2 - - - - Total associates - - 76.8 0.1 76.9 - - - 0.2 - - 0.2 7.9 7.9 - -

Joint ventureRodovias do Tietê 15.6 - - - 15.6 - - - - - - - 2.4 2.4 - - Total joint ventures 15.6 - - - 15.6 - - - - - - - 2.4 2.4 - -

AffiliatesAutogrill - 0.5 - - 0.5 - - - - - - - 0.9 0.9 - - Aeroporti di Roma group - - - - - - - - - - - - 0.1 0.1 - - Total affiliates - 0.5 - - 1 - - - - - - - 1.0 1.0 - - Total 15.6 0.5 76.8 0.1 93.0 6,495.4 216.1 400.0 13.5 1,083.3 - 8,208.3 36.4 36.4 517.0 517.0

31/12/2014 31/12/2014 2014

ParentsAtlantia - - - 0.2 0.2 8,736.6 245.2 250.0 212.9 241.9 2.9 9,689.5 27.0 27.0 488.0 488.0Total parents - - - 0.2 0.2 8,736.6 245.2 250.0 212.9 241.9 2.9 9,689.5 27.0 27.0 488.0 488.0

AssociatesSocietà Autostrada Tirrenica - - - 116.7 116.7 - - - 0.1 - - 0.1 7.5 7.5 - - Pavimental (2) - - 92.1 - 92.1 - - - - - - - 0.8 0.8 - - Spea Engineering (3) - - - 8.0 8.0 - - - 0.3 - - 0.3 - - - - Other associates - - - - - - - - - - - - 0.1 0.1 - - Total associates - - 92.1 124.7 216.8 - - - 0.4 - - 0.4 8.4 8.4 - -


AffiliatesAutogrill - 0.5 - - 0.5 - - - - - - 1.4 1.4 - - Aeroporti di Roma group - - - - - - - - - - - - 0.1 0.1 - - Total affiliates - 0.5 - - 0.5 - - - - - - - 1.5 1.5 - - Total 9.7 0.5 92.1 124.9 227.2 8,736.6 245.2 250.0 213.3 241.9 2.9 9,689.9 37.6 37.6 488.0 488.0

(1) The amounts shown in the table refer to financial incomes recognized during the year to the consolidation date of SAT, following the Company control acquisition performed during the 2015.

(2) This company was consolidated until 30 June 2014.(3) This company was consolidated until 31 December 2014.



Em 31/12/2015 31/12/2015 2015



Other non-current

financial assets

Current financial

assets deriving

from government

grants

Inter-company

current account

receivables

Other current

financial assets


borrowings



Inter-company

current account

payables


long-term financial

liabilities

Other current

borrowings


income


expenses

Total

ParentsAtlantia - - - - - 6,495.4 216.1 400.0 13.3 1,083.3 - 8,208.1 25.1 25.1 517.0 517.0Total parents - - - - - 6,495.4 216.1 400.0 13.3 1,083.3 - 8,208.1 25.1 25.1 517.0 517.0

AssociatesSocietà Autostrada Tirrenica (1) - - - - - - - - - - - - 6.6 6.6 - - Pavimental (2) - - 76.8 - 76.8 - - - - - - - 1.3 1.3 - - Pedemontana Veneta (in liquidation) - - - 0.1 0.1 - - - - - - - - - - - Spea Engineering (3) - - - - - - - - 0.2 - - 0.2 - - - - Total associates - - 76.8 0.1 76.9 - - - 0.2 - - 0.2 7.9 7.9 - -


AffiliatesAutogrill - 0.5 - - 0.5 - - - - - - - 0.9 0.9 - - Aeroporti di Roma group - - - - - - - - - - - - 0.1 0.1 - - Total affiliates - 0.5 - - 1 - - - - - - - 1.0 1.0 - - Total 15.6 0.5 76.8 0.1 93.0 6,495.4 216.1 400.0 13.5 1,083.3 - 8,208.3 36.4 36.4 517.0 517.0

31/12/2014 31/12/2014 2014

ParentsAtlantia - - - 0.2 0.2 8,736.6 245.2 250.0 212.9 241.9 2.9 9,689.5 27.0 27.0 488.0 488.0Total parents - - - 0.2 0.2 8,736.6 245.2 250.0 212.9 241.9 2.9 9,689.5 27.0 27.0 488.0 488.0

AssociatesSocietà Autostrada Tirrenica - - - 116.7 116.7 - - - 0.1 - - 0.1 7.5 7.5 - - Pavimental (2) - - 92.1 - 92.1 - - - - - - - 0.8 0.8 - - Spea Engineering (3) - - - 8.0 8.0 - - - 0.3 - - 0.3 - - - - Other associates - - - - - - - - - - - - 0.1 0.1 - - Total associates - - 92.1 124.7 216.8 - - - 0.4 - - 0.4 8.4 8.4 - -


AffiliatesAutogrill - 0.5 - - 0.5 - - - - - - 1.4 1.4 - - Aeroporti di Roma group - - - - - - - - - - - - 0.1 0.1 - - Total affiliates - 0.5 - - 0.5 - - - - - - - 1.5 1.5 - - Total 9.7 0.5 92.1 124.9 227.2 8,736.6 245.2 250.0 213.3 241.9 2.9 9,689.9 37.6 37.6 488.0 488.0

(1) The amounts shown in the table refer to financial incomes recognized during the year to the consolidation date of SAT, following the Company control acquisition performed during the 2015.

(2) This company was consolidated until 30 June 2014.(3) This company was consolidated until 31 December 2014.


Related party transactions do not include transactions of an atypical or unusual nature, and are conducted on an arm’s length basis.

The principal transactions entered into by the Group with related parties are described below.

The Autostrade per l’Italia Group’s transactions with its parents

With regard to trading relations, Autostrade per l’Italia provides administrative, financial and tax services to Atlantia.As a result of the tax consolidation arrangement headed by Atlantia, in which Autostrade per l’Italia and certain of its Italian subsidiaries participate, as at 31 December 2015 the Group has recognised tax liabilities and assets due to and from Atlantia of E9 million and E13.8 million, respectively.As at 31 December 2015, the Group reports tax assets due from the parent, Sintonia (which in 2012 absorbed Schemaventotto), totalling E7.1 million, relating to amounts receivable in the form of tax rebates applied for by Schemaventotto for income tax (IRES) paid during the period when this company headed the tax consolidation arrangement.With regard to transactions of a financial nature, as at 31 December 2015, financial liabilities (including the current portion) repayable to Atlantia, and linked to medium/long-term loans to the Company from Atlantia, amount to E7,578.7 million, down E1,399.8 million compared with 31 December 2014 (E8,978.5 million). This primarily reflects the partial early repayment of a portion of the loans from Atlantia maturing in 2016, 2017, 2019 and 2020, as described in note 7.15.The conditions applicable to these loans replicate those of Atlantia’s bond issues, increased by a spread that takes account of the cost of managing the loans. The loans from Atlantia include a floating rate loan 2004-2022, with a face value of E750 million (included in “Non-current financial liabilities”, analysed in note 7.15), which is hedged against interest rate risk through the use of specific derivative financial instruments entered into with Atlantia. As at 31 December 2015, fair value losses on these instruments amount to E216.1 million. As a result of the centralised treasury services provided to the Atlantia Group by Autostrade per l’Italia, the current account between the latter and Atlantia has a debit balance of E13.3 million as at 31 December 2015. In addition, at the end of 2015, Atlantia has granted Autostrade per l’Italia a short-term loan of E400 million, as a result of the parent’s investment of liquidity.

The Autostrade per l’Italia Group’s transactions with other related parties

The Group reports liabilities payable to the affiliates, Pavimental and Spea, controlling interests in which were disposed of by the Group in the first half of 2014 and at the end of 2014. As at 31 December 2015, trade payables due to these companies total E176.4 million and E80.9 million. These payables essentially regard maintenance and construction services provided by these companies to the Group’s operators and regarding motorway infrastructure.In addition, the Group reports costs of E368.1 million payable to Pavimental in return for the above services provided.With regard to relations between the Autostrade per l’Italia Group’s motorway operators and the Autogrill group (considered a related party as it is under the common control of Edizione Srl), as at 31 December 2015, Autogrill holds 111 food service concessions for service areas along the Group’s motorway network. In 2015, the Group earned revenue of approximately E72.7 million on transactions with Autogrill, including E69.8 million in royalties deriving from the management of service areas. This recurring income is generated by contracts entered into over various years, of which a large part was awarded as a result of transparent and non-discriminatory competitive tenders. As at 31 December 2015, trading assets receivable from Autogrill amount to E36.8 million.

Transactions of a financial nature as at 31 December 2015 include, as part of the Autostrade per l’Italia’s provision of centralised treasury services for the Atlantia Group, intercompany current account receivables of E76.8 million due from Pavimental.


10.6 Disclosures regarding share-based payments

There were no changes, during 2015, in the share-based incentive plans already adopted by the Group as at 31 December 2014 and originally approved by the Annual General Meetings of Atlantia’ shareholders held on 20 April 2011 (later amended by subsequent Annual General Meetings) and 16 April 2014.Details of each plan are contained in specific information circulars prepared pursuant to article 84-bis of Consob Regulation 11971/1999, as amended, and in Atlantia’s Remuneration Report prepared pursuant to article 123-ter of the Consolidated Finance Act. These documents, to which reference should be made, are published in the “Remuneration” section of Atlantia’s website at www.atlantia.it.

The following table shows the main aspects of existing incentive plans as at 31 December 2015, including the options and units awarded to directors and employees of the Atlantia Group and changes during 2015 (in terms of new awards and the exercise, conversion or lapse of rights). The table also shows the fair value (at the grant date) of each option or unit awarded, as determined by a specially appointed expert, using the Monte Carlo model and other assumptions. The amounts have been adjusted for the amendments to the plans originally approved by Atlantia’s shareholders, which were required to ensure plan benefits remained substantially unchanged despite the dilution caused by the bonus issues approved by Atlantia’s shareholders on 20 April 2011 and 24 April 2012.


Number of options/units

awarded (***)

Vesting date Exercise/Grant date

Exercise price(E)

Fair value of each option or unit at grant

date(E)

Expected expiration at grant date

(years)

Risk free interest rate

used

Expected volatility(based on

historic mean)

Expected dividends at grant date

2011 SHARE OPTION PLAN

Options outstanding as at 1 January 2014

– 14 May 2011 grant 279,860 13 May 2014 14 May 2017 14.78 3.48 3.0-6.0 2.60% 25.2% 4.09%

– 14 October 2011 grant 13,991 13 May 2014 14 May 2017 14.78 (*) (*) (*) (*) (*)

– 14 June 2012 grant 14,692 13 May 2014 14 May 2017 14.78 (*) (*) (*) (*) (*)

345,887 14 June 2015 14 May 2018 9.66 2.21 3.0-6.0 1.39% 28.0% 5.05%

– 8 November 2013 grant 1,592,367 8 November 2016 9 November 2019 16.02 2.65 3.0-6.0 0.86% 29.5% 5.62%

– 13 May 2014 grant 173,762 n.a. (**) 14 May 2017 n.a. (**) (*) (**) (**) (**)

– options exercised in 2014 -209,525

– options lapsed in 2014 -43,557

2,167,477

Changes in options in 2015

– 15 June 2015 grant 52,359 n.a. (**) 14 June 2018 n.a. (**) (**) (**) (**) (**)

– options exercised -459,762

– options lapsed -142,172

Options outstanding as at 31 December 2015 1,617,902

2011 SHARE GRANT PLAN

Units outstanding as at 1 January 2015

– 14 May 2011 grant 192,376 13 May 2014 14 May 2016 n.a. 12.90 4.0-5.0 2.45% 26.3% 4.09%

– 14 October 2011 grant 9,618 13 May 2014 14 May 2016 n.a. (*) (*) (*) (*) (*)

– 14 June 2012 grant 10,106 13 May 2014 14 May 2016 n.a. (*) (*) (*) (*) (*)

348,394 14 June 2015 15 June 2017 n.a. 7.12 4.0-5.0 1.12% 29.9% 5.05%

– 8 November 2013 grant 209,420 8 November 2016 9 November 2018 n.a. 11.87 4.0-5.0 0.69% 28.5% 5.62%

– units lapsed in 2014 -19,683

750,231

Changes in units in 2015

– units converted into shares on 15 May 2015 -97,439

– units lapsed -28,699

Units outstanding as at 31 December 2015 624,093

MBO SHARE OPTION PLAN


– 14 May 2012 grant 96,282 14 May 2015 14 May 2015 n.a. 13.81 3.0 0.53% 27.2% 4.55%





253,246




(*) Options and units awarded as a result of Atlantia’s bonus issues which, therefore, do not represent the award of new benefits.(**) These are phantom share options granted in place of certain conditional rights included in the grants of 2011 and 2012 which, therefore, do not

represent the award of new benefits.(***) These are options and units awarded to beneficiaries throughout the Atlantia Group and not only to those at Autostrade per l’Italia.



awarded (***)

Vesting date Exercise/Grant date

Exercise price(E)

Fair value of each option or unit at grant

date(E)

Expected expiration at grant date

(years)

Risk free interest rate

used


historic mean)


2011 SHARE OPTION PLAN


– 14 May 2011 grant 279,860 13 May 2014 14 May 2017 14.78 3.48 3.0-6.0 2.60% 25.2% 4.09%

– 14 October 2011 grant 13,991 13 May 2014 14 May 2017 14.78 (*) (*) (*) (*) (*)


345,887 14 June 2015 14 May 2018 9.66 2.21 3.0-6.0 1.39% 28.0% 5.05%

– 8 November 2013 grant 1,592,367 8 November 2016 9 November 2019 16.02 2.65 3.0-6.0 0.86% 29.5% 5.62%

– 13 May 2014 grant 173,762 n.a. (**) 14 May 2017 n.a. (**) (*) (**) (**) (**)

– options exercised in 2014 -209,525

– options lapsed in 2014 -43,557

2,167,477


– 15 June 2015 grant 52,359 n.a. (**) 14 June 2018 n.a. (**) (**) (**) (**) (**)

– options exercised -459,762



2011 SHARE GRANT PLAN


– 14 May 2011 grant 192,376 13 May 2014 14 May 2016 n.a. 12.90 4.0-5.0 2.45% 26.3% 4.09%

– 14 October 2011 grant 9,618 13 May 2014 14 May 2016 n.a. (*) (*) (*) (*) (*)


348,394 14 June 2015 15 June 2017 n.a. 7.12 4.0-5.0 1.12% 29.9% 5.05%

– 8 November 2013 grant 209,420 8 November 2016 9 November 2018 n.a. 11.87 4.0-5.0 0.69% 28.5% 5.62%

– units lapsed in 2014 -19,683

750,231



– units lapsed -28,699


MBO SHARE OPTION PLAN







253,246







2011 Share Option Plan

Description As approved by the Annual General Meeting of Atlantia’s shareholders on 20 April 2011, and amended by the Annual General Meeting of Atlantia’s shareholders on 30 April 2013 and 16 April 2014, the 2011 Share Option Plan entails the award of up to 2,500,000 options free of charge in three annual award cycles (2011, 2012 and 2013). Each option will grant beneficiaries the right to purchase one ordinary Atlantia share held in treasury, with settlement involving either physical delivery or, at the beneficiary’s option, a cash payment equivalent to the proceeds from the sale of the shares on the stock exchange organised and managed by Borsa Italiana SpA, after deduction of the full exercise price. The exercise price is equivalent to the average of the official prices of Atlantia’s ordinary shares in the month prior to the date on which Atlantia’s Board of Directors announces the beneficiary and the number of options to be awarded.The options granted will vest in accordance with the Plan terms and conditions and, in particular, only if, on expiration of the vesting period (three years from the date of award of the options to beneficiaries by the Board of Directors), cumulative FFO for the three annual reporting periods preceding expiration of the vesting period, adjusted for a number of specific items (total operating cash flow of the Group, Atlantia or of certain of its subsidiaries – depending on the role held by the various beneficiaries of the Plan), is higher than a pre-established target, unless otherwise decided by the Board of Directors, which has the authority to assign beneficiaries further targets. Vested options may be exercised, in part, from the first day following expiration of the vesting period and, in part, from the end of the first year following expiration of the vesting period and, in any event, in the three years following expiration of the vesting period (subject to the clause in the Plan terms and conditions requiring executive Directors and key management personnel to retain a minimum holding). The maximum number of exercisable options will be calculated on the basis of a mathematical algorithm that takes account, among other things, of the current value and the exercise price, plus any dividends paid, so as to cap the realisable gain.

Changes in options in 2015The vesting period for the second award cycle expired on 14 June 2015. In accordance with the Terms and Conditions of this plan, following confirmation of effective achievement of the related performance hurdles, the final value of the shares (the arithmetic mean of the share price in the fifteen days prior to the vesting date) was determined as well as the additional options resulting from dividends paid during the vesting period. On 8 May 2015, Atlantia’s Board of Directors, exercising the authority provided for in the Plan Terms and Conditions, awarded the plan beneficiaries, in place of these additional options, a matching amount of phantom options in such a way that, on exercising the awarded options, the beneficiaries receive a gross amount in cash, determined with a calculation method which allow the beneficiaries to receive a net amount equal to what would have been received if they had exercised the additional options (resulting in the award of shares in Atlantia and payment of the exercise price) and sold the underlying shares in the market. On expiry of the vesting period, this resulted in the award of a total of 52,359 phantom options for the second cycle of the plan. For the reasons given above, the options awarded do not constitute an additional benefit with respect to the benefits established in the Plan Terms and Conditions.

During 2015, a number of beneficiaries exercised vested options and paid the established exercise price; this entailed the allocation to them of Atlantia’s ordinary shares held by the Company as treasury shares. This resulted in the transfer of:a) 99,018 of Atlantia’s ordinary shares to beneficiaries in connection with the first cycle, the vesting period for which

expired on 13 May 2014, accompanied by the exercise of 173,762 phantom options awarded in 2014; following the exercise of these options, the first cycle of the Plan has for all purposes concluded;

b) 186,982 of Atlantia’s ordinary shares to beneficiaries in connection with the second cycle, the vesting period for which expired on 14 June 2015, whilst no phantom options awarded in 2015 were exercised.

Thus, as at 31 December 2015, taking into account lapsed options at that date, the remaining options outstanding total 1,617,902, including 52,359 phantom options awarded under the second cycle (the unit fair values of which, as at 31 December 2015, was measured as E21.29, in place of the unit fair values at the grant date).

2011 Share Grant Plan

Description As approved by the Annual General Meeting of Atlantia’s shareholders on 20 April 2011, and amended by the Annual General Meeting of Atlantia’s shareholders on 30 April 2013, the 2011 Share Grant Plan entails the grant of up to 920,000 units free of charge in three annual award cycles (2011, 2012 and 2013). Each unit will grant beneficiaries the right to receive one Atlantia ordinary share held in treasury, with settlement involving either physical delivery or, at


the beneficiary’s option, a cash payment equivalent to the proceeds from the sale of the shares on the stock exchange organised and managed by Borsa Italiana SpA.The units granted will vest in accordance with the Plan terms and conditions and, in particular, only if, on expiration of the vesting period (three years from the date the units are granted to beneficiaries by the Board of Directors), cumulative FFO for the three annual reporting periods preceding expiration of the vesting period, adjusted for a number of specific items (total operating cash flow of the Group, Atlantia or of certain of its subsidiaries – depending on the role held by the various beneficiaries of the Plan) is higher than a pre-established target, unless otherwise decided by Atlantia’s Board of Directors. Vested units may be converted into shares, in part, after one year from the date of expiration of the vesting period and, in part, after two years from the date of expiration of the vesting period (subject to the clause in the Plan terms and conditions requiring executive Directors and key management personnel to maintain a minimum holding). The number of convertible units will be calculated on the basis of a mathematical algorithm that takes account, among other things, of the current value and initial value of the shares so as to cap the realisable gain.

Changes in units in 2015The vesting period for the second award cycle expired on 14 June 2015. In accordance with the Terms and Conditions of this plan, following confirmation of effective achievement of the related performance hurdles, the units previously awarded vested: these units may be converted into Atlantia’s ordinary shares from 14 June 2016.In addition, with regard to the first award cycle, the vesting period for which expired on 13 May 2014, on 15 May 2015 vested units were converted, in accordance with the Plan Terms and Conditions, into Atlantia’s ordinary shares. As a result, Plan beneficiaries received 97,439 shares held by the Company as treasury shares. The remaining units will be converted into Atlantia’s ordinary shares from 15 May 2016.As at 31 December 2015, taking into account lapsed units at that date, the remaining units outstanding total 624,093.

MBO - Share Grant Plan

Description As approved by the Annual General Meetings of Atlantia’s shareholders on 20 April 2011 and amended by the Annual General Meetings of 30 April 2013 and 16 April 2014, the MBO Share Grant Plan, serving as part payment of the annual bonus for the achievement of objectives assigned to each beneficiary under the Management by Objectives (MBO) plan adopted by the Atlantia Group in 2011, 2012 and 2013, entails the grant of up to 340,000 units free of charge annually for three years (2012, 2013 and 2014). Each unit will grant beneficiaries the right to receive one ordinary share in Atlantia SpA held in treasury.The units granted (the number of which is based on the unit price of the company’s shares at the time of payment of the bonus, and on the size of the bonus effectively awarded on the basis of achievement of the assigned objectives) will vest in accordance with the Plan terms and conditions, on expiration of the vesting period (three years from the date of payment of the annual bonus to beneficiaries, following confirmation that the objectives assigned have been achieved). Vested units will be converted into a maximum number of shares on expiration of the vesting period (subject to the clause in the Plan terms and conditions requiring executive Directors and key management personnel to maintain a minimum holding), on the basis of a mathematical algorithm that takes account, among other things, of the current value and initial value of the shares, plus any dividends paid during the vesting period, so as to cap the realisable gain.

Changes in the units in 2015The vesting period for the MBO Plan units awarded in relation to the objectives for 2011 expired on 14 May 2015. In accordance with the Terms and Conditions of this plan, all the units awarded thus vested, resulting in their conversion into Atlantia’s ordinary shares and the allocation to beneficiaries of 101,096 shares held by the parent as treasury shares.In addition, on 8 May 2015, Atlantia’s Board of Directors, exercising the authority provided for in the Plan Terms and Conditions, awarded the plan beneficiaries a gross amount in cash in place of the additional units to be awarded as a result of the payment of dividends during the vesting period. This amount is computed in such a way as to enable beneficiaries to receive a net amount equal to what they would have received in case they had been awarded a number of Atlantia shares equal to the additional units and sold these shares in the market. Following the conversion of these units, there are no remaining units outstanding in relation to the awards for 2012.As at 31 December 2015, the remaining units outstanding total 152,150.

The following table shows the main aspects of the “2014 Phantom Share Option Plan”, unlike the other plans settled entirely in cash. The table shows the options awarded to directors and employees of the Company and changes (in terms of new awards and the exercise, conversion or lapse of rights, and transfers or secondments to other Atlantia


Group companies) during 2015. The table also shows the fair value (at the grant date) of each option awarded, as determined by a specially appointed expert, using the Monte Carlo model and other assumptions.

Number of options/

units awarded

(***)

Vesting date

Exercise/ Grant date

Exercise price

(E)

Fair value of each option or

unit at grant date(E)

Expected expiration at

grant date(years)

Risk free interest

rate used

Expected volatility

(based on historic

mean)

Expected dividends at

grant date

2014 PHANTOM SHARE OPTION PLAN


– 9 May 2014 grant 1,566,736 09/05/2017 09/05/2020 n.a. (*) 2.88 3.0-6.0 1.10% 28.9% 5.47%

– deconsolidation of a company -125,222

– transfers/secondments -30,973

Total 1,410,541


– 8 May 2015 grant 1,436,941 09/05/2018 08/05/2021 n.a. (*) 2.59 3.0-6.0 1.01% 25.8% 5.32%

– transfers/secondments 24,305



(*) Given that this is a cash bonus plan, involving payment of a gross amount in cash, the 2014 Phantom Share Option Plan does not require an exercise price. However, the Terms and Conditions if this specific plan indicate an “Exercise price” (equal to the arithmetic mean of Atlantia’s share price in a determinate period) as the basis on which to calculate the gross amount to be paid to beneficiaries.

2014 Phantom Share Option Plan

Description On 16 April 2014, the Annual General Meeting of Atlantia’s shareholders approved the new incentive plan named the “2014 Phantom Share Option Plan”, subsequently approved, within the scope of its responsibilities, by Autostrade per l’Italia’s Boards of Directors on 13 June 2014. The plan entails the award of phantom share options free of charge in three annual award cycles (2014, 2015 and 2016), being options that give beneficiaries the right to payment of a gross amount in cash, computed on the basis of the increase in the value of Atlantia’s ordinary shares in the relevant three-year period.In accordance with the Terms and Conditions of the plan, the options granted will only vest if, at the end of the vesting period (equal to three years from the date on which the options were awarded to the beneficiaries by the Board of Directors), a minimum operating/financial performance target for (alternatively) the Group, the Company or for one or more of Autostrade per l’Italia’s subsidiaries, as indicated for each Plan beneficiary (the “hurdle”), has been met or exceeded. The vested options may be exercised from, in part, the first day immediately following the vesting period, with the remaining part exercisable from the end of the first year after the end of the vesting period and, in any event, in the three years after the end of the vesting period (without prejudice to the Terms and Conditions of the plan as regards minimum holding requirements for executive directors and key management personnel). The number of exercisable options is to be computed in application of a mathematical algorithm, taking into account, among other things, the current value, the target value and the exercise price, in order to cap the realisable gain.

Changes in options in 2015On 8 May 2015, Atlantia’s Board of Directors selected the beneficiaries for the second cycle of the plan in question, subsequently approved, within the scope of its responsibilities, by Autostrade per l’Italia’s Boards of Directors on 12 June 2015. This resulted in the award of a total of 1,436,941 phantom options with a vesting period from 8 May 2015 to 8 May 2018 and an exercise period, on achievement of the relevant hurdles, from 9 May 2018 to 8 May 2021.


Thus, as at 31 December 2015, taking into account lapsed options at that date, the remaining options outstanding total 2,721,938, including 1,410,541 phantom options awarded under the first cycle and 1,311,397 phantom options awarded under the second cycle (the unit fair values of which as at 31 December 2015 were measured as E4.10 and E2.33, respectively, in place of the unit fair values at the grant date).

The prices of Atlantia’s ordinary shares in the various periods covered by the above plans are shown below:a) price as at 31 December 2015: E24.57;b) price as at 8 May and 15 June 2015 (the grant date for new options or units, as described): E23.58 and E21.73,

respectively;c) the weighted average price for 2015: E23.64;d) the weighted average price for the period 8 May 2015-31 December 2015: E23.89;e) the weighted average price for the period 14 June 2015-31 December 2015: E24.01.

In accordance with the requirements of IFRS 2, as a result of existing plans, in 2015 the Group has recognised staff costs, as indicated in note 6.7, of E8,316 thousand, based on the accrued fair value of the options and units awarded at that date, including E4,797 thousand accounted for as an increase in equity reserves. In contrast, the liabilities represented by phantom share options outstanding as at 31 December 2015 have been recognised in other current and non-current liabilities, based on the assumed exercise date. In addition, the Company has recognised the accrued portion of share-based incentive plans, with regard to the benefits awarded to certain directors and employees at its subsidiaries, in “Investments”, as described in note 7.3.


This section describes the main disputes outstanding and key regulatory aspects of importance to the Group’s operators through to the date of approval of these consolidated financial statements. Current disputes are unlikely to give rise to significant charges for Group companies, in addition to the provisions already accounted for in the consolidated financial statements as at and for the year ended 31 December 2015.

Italian motorways

Toll increases with effect from 1 January 2016The decrees issued by the Minister of Infrastructure and Transport and Minister of the Economy and Finance on 31 December 2015 approved the following:a) Autostrade per l’Italia’s right, in accordance with its request to the Grantor, to apply an increase of 1.09% with effect

from 1 January 2016, corresponding to the sum of the following components:• 0.00% for inflation; • 0.97% to provide a return capital expenditure via the “X” tariff component;• 0.12% to provide a return on investment via the “K” tariff component;

b) the provisional suspension of the toll increases to be applied by Tangenziale di Napoli, Raccordo Autostradale Valle d’Aosta and Società Autostrada Tirrenica with effect from 1 January 2016 (the increases thus amount to 0.00%), whilst awaiting approval of the operators’ revised financial plans. The toll increases will be finalised by the interministerial decree approving the related addenda revising the financial plans, subject to the right of the operators to recoup any toll increases on the basis of the revised financial plans. Revenue lost as a result of suspension of the increases will be taken into account in the toll increases for 2017. The above companies have challenged the legislation suspending the toll increases for 2016;

c) the absence of any toll increase for Autostrade Meridionali, given that its concession expired on 31 December 2012. Autostrade Meridionali has brought a legal challenge contesting the above decision, in line with 2014 (the related legal challenge was upheld by the Campania Regional Administrative Court sentence of 22 January 2015) and 2015 (judgement is pending).

Based on bilateral agreements between Italy and France, Traforo del Monte Bianco has applied an increase of 0.02% from 1 January 2016, in compliance with the relevant Intergovernmental Committee resolution. This was determined on the basis of inflation (the average rate for Italy and France).

Legal actions brought by Autostrade Meridionali, challenging the GrantorIn addition to the above challenges regarding tolls, on 19 March 2015 Autostrade Meridionali brought an action before Campania Regional Administrative Court, challenging the Grantor’s failure to respond to a request to review its toll


structure with effect from 1 January 2015 in order to maintain the same level of revenue for the company, as provided for in the existing toll policies. In a sentence entered on 11 June 2015, Campania Regional Administrative Court upheld Autostrade Meridionali’s challenge, ordering the Grantor to respond to the above request within 30 days of the date of notification of the sentence, which took place on 10 July 2015. As things stand, the Grantor has yet to respond to the request.

On 24 April 2015, the company also brought an action before Campania Regional Administrative Court, challenging the Grantor’s adoption of a financial rebalancing plan for the period from 1 January 2013 (the date of expiry of the concession) and 31 December 2015 (the date on which it was assumed that the new operator would take over, at the time of filing the action). The Campania Regional Administrative Court sentence entered on 30 July 2015 upheld Autostrade Meridionali’s challenge, ruling that the Grantor’s failure to respond to the request for adoption of a new financial plan for the concession period 2013-2015 is unlawful. The Grantor appealed the above sentence before the Council of State in October 2015. Judgement is pending.

Reduced tolls for frequent users The reduced tolls for frequent users, introduced by the Memorandum of Understanding of 24 February 2014 signed by a number of motorway operators, including Autostrade per l’Italia and the trade association, AISCAT, have been extended, at the request of the Minister of Infrastructure and Transport on 31 December 2015, for a further 12 months, and therefore until the end of 2016. Recovery of the revenue lost as a result of the initiative during the period 1 June 2014-31 December 2016 is assured on the basis of the criteria set out in the Memorandum. One of the options for operators requesting such a solution (as notified to the above Ministry by Autostrade per l’Italia) is the application of a specific toll increase to be introduced in the first year of the next regulatory period.

II Addendum to Autostrade per l’Italia’s Single Concession ArrangementOn 10 December 2015, the Ministry of Infrastructure and Transport and Autostrade per l’Italia signed the II Addendum to the Single Concession Arrangement, which has added the Casalecchio-Northbound interchange to Autostrade per l’Italia’s investment commitments. This project requires a commitment to invest up to a total of approximately E157 million, with around E2 million already invested as at 31 December 2015 to cover the cost of design, and the remainder to be paid to ANAS on the basis of the state of progress of the works. ANAS is to build and then manage the road. The Addendum will be effective once the Minister of Infrastructure and Transport and Minister of the Economy and Finance have issued the relevant decree and it has been registered with the Court of Auditors.

Five-yearly revision of the financial plans of Tangenziale di Napoli and Raccordo Autostradale Valle d’AostaFollowing signature of the memoranda of understanding at the end of 2014 by the Ministry of Infrastructure and Transport and Tangenziale di Napoli and Raccordo Autostradale Valle d’Aosta – in accordance with which, the new financial plans should be formalised in addenda to be signed and approved by 30 June 2015 –, in May 2015 the two companies submitted new five-yearly revisions of their financial plans taking account of a number of requests from the Grantor. The process of drawing up the addenda is, however, still under way.

Addendum to Società Autostrada Tirrenica’s Single Concession Arrangement In response to observations from the European Commission regarding, among other things, extension of the concession to 2046, on 14 October 2014 the Grantor sent Società Autostrada Tirrenica a draft addendum envisaging extension of the concession to 2043, completion of work on the Civitavecchia-Tarquinia section (in progress), and eventual completion of the motorway (in sections, if necessary) to be put out to tender. Completion of the motorway is subject to fulfilment of the technical and financial conditions to be verified jointly by the grantor and the operator and execution of an addendum to the Concession Arrangement, with a viable financial plan attached. Subsequently, on 13 May 2015, a memorandum of understanding was signed by the Grantor, Tuscany Regional Authority, Lazio Regional Authority, Autostrade per l’Italia and Società Autostrada Tirrenica with an attached draft addendum which, whilst maintaining the duration of the concession until 2043, a viable financial plan for the Civitavecchia-Tarquinia section and the obligation to put all the works out to tender, provides for further commitments regarding the design of the Tarquinia-Ansedonia and Ansedonia-Grosseto South sections and of the improvements to the existing dual carriageway (the SS. 1 Variante Aurelia) between Grosseto South and San Pietro in Palazzi, retaining the current layout of the road. Performance of the above construction work is subject to positive outcomes of studies of the technical/design, financial and administrative feasibility to be conducted jointly by the Grantor and Società Autostrada Tirrenica and execution of an addendum with a viable financial plan.


Following a request from the Grantor on 5 June 2015, after further discussion with Italy’s representative office at the EU, on 24 June 2015 Società Autostrada Tirrenica prepared and submitted further versions of a financial plan, relating to (i) the sections in operation and the Civitavecchia-Tarquinia section under construction, and (ii) the entire Civitavecchia-San Pietro in Palazzi section of road, both expiring on 31 December 2040. Finally, again at the Grantor’s request, on 6 August 2015 Società Autostrada Tirrenica submitted a draft financial plan for the sections in operation between Livorno and Cecina and Rosignano and San Pietro in Palazzi and for the section under construction between Civitavecchia and Tarquinia, with an expiry date of 2028 if the financial design for the San Pietro in Palazzi–Tarquinia section and the financial plan for the entire road not be approved by 2017.

Award of the concession for the A3 Naples-Pompei-Salerno motorwayWith regard to award of the concession for maintenance and operation of the Naples-Pompei-Salerno motorway (the previous concession expired at the end of 2012), Autostrade Meridionali, which continues to operate the motorway under a contract extension, submitted its bid on 23 April 2015. On 16 November 2015, the Tender Committee raised a number of doubts regarding the two bids received, proposing to disqualify both. The two bidders responded with a request to be allowed to resolve the issues raised and thus continue with the tender process. The Grantor thus submitted a supplement to the procedure to the Tender Committee and, on 16 December 2015, informed the bidders that the final outcome of the tender process will be announced at the next public session of the Committee, which has, however, yet to be scheduled.The bidder, Consorzio Stabile SIS, has brought a legal challenge before Campania Regional Administrative Court, contesting the minutes of the meeting of 16 November 2015. This challenge, which was not notified to Autostrade Meridionali, will be discussed at a hearing on 9 March 2016. The company will be represented in court in order to object to the challenge on the grounds of inadmissibility, given that the conclusions of the Tender Committee are not final in view of the position adopted by the Grantor.

Enabling Act on tenders and concessionsEnabling Act 11 of 28 January 2016 regarding tenders and concessions, designed to apply the relevant EU directives and reform the regulations governing public contracts, was published in the Official Gazette of 29 January 2016.

In this regard, the legislation has introduced an obligation for public and private entities, who hold an existing or future concession to provide public works or services, to award 80% of the related contracts for works, services or goods, with a value of over E150 thousand, by public tender. The legislation also establishes that the remaining part may be carried out in-house, in the case of public entities, or by direct or indirect subsidiaries or associates in the case of private entities. The legislation provides for a transitional period of adjustment of no more than twenty-four months in the case of existing concessions. The only exclusions from compliance with the above obligation are existing or future concessions awarded in the form of project financing, and existing or future concessions awarded by public tender in accordance with EU law, for which existing legislation governing tenders in force at the date of entry into effect of the enabling act (13 February 2016) will continue to apply.By 18 April 2016, the government is authorised to issue a legislative decree applying the above EU directives, in accordance with the criteria contained in the enabling act.

Litigation regarding the Ministry of Infrastructure and Transport and the Ministry for Economic Development decree of 7 August 2015 and competitive tenders for oil and food services at service areas On 7 August 2015, the Ministry of Infrastructure and Transport and the Ministry for Economic Development issued a decree approving the plan to restructure the motorway service area network. The plan envisages steps to rationalise the network and revisit the manner in which services are provided to motorway users and the tender process for the award of the related concessions, in keeping with the Guidelines of 29 March 2013 and 29 January 2015.

The above Plan envisages, among other things, (i) the closure of 15 service areas on Autostrade per l’Italia’s network and (ii) the option of revisiting the manner in which services are provided by operators. With regard to the decree and with reference to the competitive tenders for the award of concessions at service areas, a number of challenges have been brought before Lazio Regional Administrative Court, in which Autostrade per l’Italia is a party. These appeals can be summarised as follows: a) an appeal, with a request for injunctive relief, brought by Unione Petrolifera, the trade body representing oil service

providers, and notified to AISCAT, with the aim of obtaining the cancellation of the above decree of 7 August 2015 and all other related or connected acts;


b) an appeal, with a request for injunctive relief, brought by a number of certain oil service providers (Q8, TotalErg, API) with the aim of obtaining the cancellation of the above decree of 7 August 2015 and all other related or connected acts;

c) an appeal, with a request for injunctive relief, brought by Maglione Srl (Sarni group), with the aim of contesting the tender process for the award of a unified concession called by the Advisor, Roland Berger, appointed by Autostrade per l’Italia;

d) appeals, with in some cases a request for injunctive relief, brought by individual oil service providers, with the aim of obtaining the cancellation of the above decree of 7 August 2015 and all other related or connected acts, including those regarding the competitive tenders called and those relating to the closure of service areas. Certain appeals also involve claims for compensation;

e) an appeal brought by trade bodies representing oil service providers, contesting initial calls for tenders for oil service concessions, published by Autostrade per l’Italia in June 2015, and the related acts.

The requests for injunctive relief have been turned down. In some cases, the plaintiffs have appealed to the Council of State against the refusal to grant injunctive relief; as of 4 March 2016, these appeals have also been rejected.In addition, the acts relating to a number of competitive tenders for oil service concessions, forming part of the first tranche of awards, have been challenged before Lazio Regional Administrative Court by TotalErg and ENI. In particular, the requests for injunctive relief filed by the plaintiff, TotalErg, regarding awards in the first tranche have been rejected by both the Regional Administrative Court and the Council of State. The two plaintiffs, TotalErg and ENI, have requested a hearing on the merits of the second tranche of awards.Hearings on the merits of the above challenges at Lazio Regional Administrative Court are, if scheduled, expected to take place from April 2016.

Accident on the Acqualonga viaduct on the A16 Naples-Canosa motorway on 28 July 2013On 28 July 2013, there was an accident, involving a coach travelling along the Naples-bound carriageway (at km 32+700) of the Acqualonga viaduct on the A16 Naples-Canosa motorway, operated by Autostrade per l’Italia. At the beginning of 2015, all those under investigation, including the Chief Executive Officer, received notice of completion of the preliminary investigation. Including executives, former managers and former employees, twelve of Autostrade per l’Italia’s employees are under investigation. At the preliminary hearing held on 22 October 2015, after two adjournments due to irregularities in the writs of summons, the court admitted the entry of appearance of the civil parties and ordered, at the request of the civil parties, the citation of Autostrade per l’Italia and Reale Mutua (the company that insured the coach) as liable in civil law. At the hearing of 17 December 2015, Autostrade per l’Italia and Reale Mutua were represented in court and the Public Prosecutors concluded their briefs requesting the indictment of all the defendants.At the hearing of 14 January 2016, evidence was presented by the attorneys for the defendants and the civil parties. Discussion of the defence of all the accused took place at the hearing of 22 February 2016 and will continue at the hearing of 14 March 2016.To date, approximately 60% of the civil parties have received compensation and have, therefore, withdrawn their actions following payment of their claims by Autostrade per l’Italia’s insurance provider under the existing general liability policy.In addition to the criminal proceedings, a number of civil actions have been brought and were recently combined by the Civil Court of Avellino.Following the combination of the various proceedings, judgement is pending before the Civil Court of Avellino in relation to: (i) the original action brought by Reale Mutua Assicurazioni, the company that insured the coach, in order to make the maximum claim payable available to the damaged parties, including Autostrade per l’Italia (E6 million), (ii) subsequent claims, submitted as counterclaims or on an individual basis, by a number of damaged parties, including claims against Autostrade per l’Italia.Subject to the permission of the court, Autostrade per l’Italia intends to refer claimants to its insurance provider (Swiss Re International), with a view to being indemnified against any claims should it lose the case.In addition, as a result of the accident, the Autorità di Vigilanza sui Contratti Pubblici (the Authority for the Control of Public Contracts, now known as the Autorità Nazionale Anticorruzione, Italy’s National Anti-Corruption Authority) launched an investigation of Autostrade per l’Italia regarding maintenance, carried out over the years, of the section of the A16 Naples-Canosa motorway including the above Acqualonga viaduct. On completing its investigation, the National Anti-Corruption Authority published resolution 30 of 22 December 2014, registered on 22 January 2015, stating that it had found clear evidence of irregularities in the work carried out in 2012 in order to upgrade the safety barriers on the Naples-Canosa section, which should also have included, according to the Authority, the Acqualonga viaduct.Based on the opinion of its own technical units, Autostrade per l’Italia responded to the Authority on 24 February 2015, contesting the conclusions contained in the above resolution.


Investigation by the Public Prosecutor’s Office in Prato of a fatal accident to a worker employed by Pavimental On 27 August 2014, a worker employed by Pavimental SpA – the company contracted by Autostrade per l’Italia to carry out work on the widening of the A1 to three lanes – was involved in a fatal accident whilst at work. In response, the Public Prosecutor’s Office in Prato has placed a number of Pavimental personnel under criminal investigation for reckless homicide, alleging violation of occupational health and safety regulations.In December 2014, Autostrade per l’Italia was notified of a request for information from the Company, together with a request to appoint a defence counsel and elect an address for service, given that the Company is considered a juridical person under investigation in accordance with Legislative Decree 231/2001 (regarding the administrative responsibility of corporate entities). The crime of which Autostrade per l’Italia is accused is that defined in article 25 septies of Legislative Decree 231/2001, in relation to article 589, paragraph 3 of the penal code (“Reckless homicide committed in violation of occupational health and safety regulations”).The suspects include Autostrade per l’Italia’s Project Manager. Pavimental has also been ordered to hand over documentation. Preliminary investigations are underway and a preliminary hearing has been requested by the defence counsel of one of the suspects employed by Pavimental, with the aim of appointing experts to reconstruct the dynamics of the fatal accident.The hearing, held to examine the experts’ report, took place on 5 February 2016, during which the expert appointed by the court concluded that the company’s Organisational, Management and Control Model, required by Legislative Decree 231/2001, and the related procedures were broadly in compliance with the Decree.At the hearing of 24 February 2016, scheduled to enable the defendants’ attorneys to respond, the preliminary hearing held to examine the experts’ report came to an end. The decision of the Public Prosecutor’s office is now awaited.

Investigation by the Public Prosecutor’s Office in Florence of the state of New Jersey barriers installed on the section of motorway between Barberino and Roncobilaccio On 23 May 2014, the Public Prosecutor’s Office in Florence issued an order requiring Autostrade per l’Italia to hand over certain documentation, following receipt, on 14 May 2015, of a report from Traffic Police investigators in Florence noting the state of disrepair of the New Jersey barriers on the section of motorway between Barberino and Roncobilaccio. The report alleges negligence on the part of unknown persons, as defined by article 355, paragraph 2.3 of the penal code (breach of public supply contracts concerning “goods or works designed to protect against danger or accidents to the public”).At the same time, the Prosecutor’s Office ordered the seizure of the New Jersey barriers located along the right side of the carriageways between Barberino and Roncobilaccio, on ten viaducts, ordering Autostrade per l’Italia to take steps to ensure safety on the relevant sections of motorway. This seizure was executed on 28 May 2014.In June 2014, Autostrade per l’Italia’s IV Section Department handed over the requested documents to the Police. The documentation concerns the maintenance work carried out over the years on the safety barriers installed on the above section of motorway.In October 2014, addresses for service were formally nominated for a former General Manager and an executive of Autostrade per l’Italia, both under investigation in relation to the crime defined in article 355 of the penal code.In addition, at the end of November 2014, experts appointed by the Public Prosecutor’s Office, together with experts appointed by Autostrade per l’Italia, carried out a series of sample tests on the barriers installed on the above motorway section to establish their state of repair.Following the experts’ tests, the barriers were released from seizure. Preliminary investigations are still in progress, given that the Public Prosecutor’s Office has yet to take a final decision.

Proceedings before the Supreme Court - Autostrade per l’Italia versus Craft Srl (Judgement no. 22563/2015)Craft Srl holds a patent for a type of speed check equipment. In 2006, Craft filed suit against Autostrade per l’Italia, claiming that the IT system used by the latter for its speed checks (“SICVe Tutor”) infringed its patent and requesting the court to, therefore, find in its favour and declare an infringement of its patent. The related claim for damages from Autostrade per l’Italia amounted to approximately E1.8 million.Autostrade per l’Italia filed a counterclaim, requesting that Craft’s patent be declared null and void on the grounds that the patent did not meet the requirements of novelty and innovation. The court of first instance rejected both Craft’s claim and Autostrade per l’Italia’s counterclaim.Craft then appealed and the court found that Autostrade per l’Italia had not infringed the patent and that Craft’s patent was valid.In 2012, Autostrade per l’Italia appealed the second judgement before the Supreme Court (Corte di Cassazione), requesting that the case be referred to the Court of Appeal for a judgement declaring the patent null and void.


Craft, for its part, filed a cross-appeal, repeating its request for a judgement upholding its claim that its patent had been infringed.On 4 November 2015, the First Civil Section of the Supreme Court handed down judgement no. 22563, rejecting Autostrade per l’Italia’s appeal and confirming the judgement handed down by the court of second instance in relation to validity of the patent. The Court also upheld Craft’s cross-appeal, revoking the previous judgement on the basis of inadequate grounds and referring the case to the Court of Appeal in Rome, before different judges.There will, therefore, be a new hearing before the Court of Appeal in Rome, to be held by 5 December 2016. The Court must decide whether or not Craft has incurred damages as a result of Autostrade per l’Italia’s infringement of its patent.

Autostrade per l’Italia-Autostrade Tech against Alessandro Patanè and others On 14 August 2013, Autostrade per l’Italia and Autostrade Tech served a writ on Mr. Alessandro Patanè and the companies linked to him with the aim of protecting the Group’s position, following repeated claims filed by Mr. Patanè regarding ownership of the software used in the SICVe (Safety Tutor) system. Patanè responded by filing a counterclaim that included, among other things, a claim for damages of approximately E7.5 billion and permission to summons numerous third parties.At the hearing of 19 November 2015, the court, having noted Autostrade per I’Italia and Autostrade Tech’s refusal to accept the settlement proposed by Mr. Patanè during the previous hearing of 10 June 2015 (a “settlement based on the payment of E240 million for a 20-year licence to use the Tutor software from 2006, and the waiver of any other future claim”), reserved judgement on the objections put forward by Autostrade per I’Italia and Autostrade Tech regarding the inadmissibility of the counterclaim and the request to summons third parties given that they were filed late by Mr. Patanè and his companies.On 10 December 2015, the court announced its decision, declaring that the plaintiffs had filed their claims late and that the counterclaim and summons of third parties were, therefore, inadmissible. The hearing was adjourned until 9 November 2016, when the case will be heard.

Appeals brought before the Civil Court of Rome and the Court of Latina in accordance with article 700 of the Code of Civil ProcedureOn 24 November 2015 and 4 January 2016, Mr. Patanè and the companies linked to him (MPA Group Srl and Alessandro Patanè Srl) filed two urgent appeals, the first in Rome, against Autostrade per l’Italia, Autostrade Tech, Atlantia and Edizione, the second in Latina, citing ANAS and Deloitte & Touche.On an urgent preliminary basis, without hearing the defendants, and then with regard to the merits, the appellants made various requests, largely the same as those contained in the counterclaim filed by Mr. Patanè within the context of the action brought by Autostrade per l’Italia and Autostrade Tech against Alessandro Patanè and others.In both the above actions, the courts turned down the appeals, ordering Mr. Patanè and the companies linked to him to pay the legal expenses of all the parties involved.

Claim for damages from the Ministry of the EnvironmentThe criminal case (initiated in 2007 and relating to events in 2005) pending before the Court of Florence involves two of Autostrade per l’Italia’s managers and another 18 people from contractors, who are accused of violating environmental laws relating to the reuse of soil and rocks resulting from excavation work during construction of the Variante di Valico. A total of seven hearings were held between September and December 2014, in order to hear evidence from certain witnesses and experts called on by a number of the parties involved.Numerous hearings were then held in 2015, during which all the witnesses for the prosecution were heard.In particular, at the hearing of 12 January 2015, in response to matching objections raised by the counsel for the defence, the court issued a lengthy order establishing that the reports on the inspections conducted by the Police, with particular reference to the sampling report collected by the Police under the above warrant, and the ensuing laboratory analyses of the samples, were null and void due to procedural irregularities. Similarly, the reports on the laboratory analyses of the samples collected by ARPAT staff in exercising their regulatory powers were also declared null and void and thus returned to the investigating magistrate as they may no longer be used as evidence.In response, the investigating magistrate filed an objection to the judge which, in the order dated 9 February 2015, was declared inadmissible by the court appointed to rule on such objections at the Florence Court of Appeal, in view of the absence of any grounds for the objection.The witnesses and experts called by the defence are currently being heard. Once this process has been completed, the preliminary hearing will conclude.


Investigation by the Public Prosecutor’s Office in Vasto of the fatal motorway accident of 21 September 2013Following the motorway accident of 21 September 2013 at km 450 of the A14, operated by Autostrade per l’Italia, in which several people were killed, the Public Prosecutor’s Office in Vasto has launched a criminal investigation, initially against persons unknown.On 23 March 2015, the Chief Executive Officer and, later, further two executives of the Company received notice of completion of the investigation, containing a formal notification of charges.The charges relate to negligent cooperation resulting in reckless manslaughter. The Public Prosecutor, following initiatives taken by the defence counsel, has requested that the case be brought to court. Due to irregularities in the writs of summons sent to the defendants, the preliminary hearing was adjourned until 1 March 2016. At this hearing, the case was adjourned until 17 May 2016.

Società Infrastrutture Toscane SpA (in liquidation)On 25 March 2015, a general meeting of Società Infrastrutture Toscane’s shareholders voted to place the company in liquidation and proceeded to appoint a receiver. Furthermore, in a ruling dated 26 May 2015, the Court of Florence declared the action brought by all SIT’s shareholders, including Autostrade per l’Italia, opposing the court order applied for by Generali Italia to be terminated (Generali Italia was challenging Tuscany Regional Authority’s attempt to enforce the guarantee provided within the context of the initiative).

Overseas motorways

BrazilThe pending legal action regarding the ban on toll charges for the suspended axles of heavy vehicles, involving operators in the State of Sao Paulo, including Triangulo do Sol, is described in detail in the Annual Report for the year ended 31 December 2014. On 24 March 2015, the Supreme Court (Tribunale Superiore di Giustizia or “STJ”) for the State of Sao Paulo rejected the challenge brought by the operators with the aim of obtaining a reinstatement of proceedings before the Court of the State of Sao Paulo, ruling it inadmissible. On 14 April 2015, the operators filed an extraordinary challenge against the court’s ruling before Brazil’s Federal Supreme Court (Supremo Tribunal Federal or “STF”). On 3 June 2015, the STJ refuted the existence of the grounds of a political, social or economic nature necessary for the case to be heard by the STF. On 28 June 2015, the operators filed a further challenge, contesting this preliminary judgement. This challenge was also rejected by the Supreme Court on 5 August 2015.Thus, as a result of this decision, toll charges for the suspended axles of heavy vehicles are not permitted under the terms of the concession. To date, the operator, Triangulo do Sol (in common with Colinas, which was not a party to the legal action) has, in any event, applied this charge, not in application of any court ruling, but as a means of compensating for the decision, taken by the Public Transport Services Regulator for the State of Sao Paulo (ARTESP) in the same period, not to allow the application of annual toll increases from July 2013.

On 17 April 2015, Federal Law 13103/2015 come into effect. This, among other things, authorises the exemption of road hauliers from the payment of toll charges for the suspended axles of heavy vehicles. The above legislation has been applied by the state of Minas Gerais, whilst the government of the state of Sao Paulo has decided not to apply the exemption. Thus, from 17 April 2015, Rodovias MG050, in Minas Gerais, has ceased charging for the suspended axles of heavy vehicles, whilst operators in the state of Sao Paulo, including Rodovias das Colinas and Triangulo do Sol, continue to levy the charge. Rodovias MG050’s lost revenue, following the entry into effect of the above legislation and the resulting cessation of charges for the suspended axles of heavy vehicles, will be recouped in accordance with the terms of the concession arrangement.

The investigation launched by ARTESP on 13 July 2013, with a view to revising the Addenda and Amendments signed and approved by the Regulator and 12 motorway operators in 2006 - the changes were designed to extend the concession terms to compensate, among other things, for the expenses incurred as a result of taxes introduced after the concessions were granted – is described in detail in the Annual Report for the year ended 31 December 2014. On 24 February 2015, the Public Prosecutor for the State of Sao Paulo provided a non-binding opinion the judge appointed to take charge of the investigation relating to the operator, Colinas. This recommended termination of the proceedings underway, reiterating that legality of the Addenda and Amendments of 2006, which were subject to close examination and endorsed by the relevant Ministry. On 10 March 2015, ARTESP responded to the judge, contesting the Public


Prosecutor’s opinion and requesting that the investigation continue. On 15 February 2016, the Court of the State of Sao Paulo issued a ruling, granting Rodovias das Colinas the option of submitting a financial assessment to demonstrate its case.The operators concerned, including Colinas and Triangulo do Sol, and industry insiders, including banks, believe that the risk of a negative outcome is remote. This view is backed up by a number of unequivocal legal opinions provided by leading experts in administrative law and regulation.

PolandSince 20 June 2012, the Polish Antitrust Authority has been conducting an Explanatory Proceeding to investigate Stalexport Autostrada Maloposka. The proceeding aims to investigate the company’s “abuse of its dominant position” with regard to the tolls charged to road users when carrying out construction and extraordinary maintenance work, given that Stalexport Autostrada Maloposka is held to operate as a “monopoly”. Should the Authority rule that there has been an “abuse of its dominant position”, the proceeding could result in a fine. Whilst reserving the right to challenge any ruling the Authority’s investigation may result in, the company is taking steps to define the timing and amount of eventual reductions in tolls whilst such work takes place. At the end of a similar investigation in 2008 the local Antitrust office fined the Polish company approximately E300 thousand, given that it had not put in place a procedure for reducing tolls during the work. The fine was confirmed at various instances, including by the Supreme Court.

Other activities

Electronic Transaction Consultants (ETC)Following the withholding of payment by the Miami-Dade Expressway Authority (“MDX”) for the on site and office system management and maintenance services provided by ETC, and after a failed attempt at mediation as required by the service contract, on 28 November 2012 ETC petitioned the Miami Dade County Court in Florida to order MDX to settle unpaid claims amounting to over US$30 million and damages for breach of contact. In December 2012, MDX, in turn, notified ETC of its decision to terminate the service contract and sue for compensation for alleged damages of US$26 million for breach of contract by ETC.In August 2013, ETC and MDX agreed a settlement covering the services rendered by ETC during the “disentanglement” phase, which ended on 22 November 2013. MDX has duly paid the sum due. In December 2015, the court case, during which the parties presented their respective arguments and the various experts and witnesses were heard, came to an end. Judgement is expected by the end of the first half of 2016.




Annex 1 • The Autostrade per l’Italia Group’s scope of consolidation and investments as at 31 December 2015

Annex 2 • Disclosure of the fees paid to the Independent Auditors

The above annexes have not been audited.

Annexes to the consolidated financial statements


The Autostrade per l’Italia Group’s scope of consolidation and investments as at 31 December 2015

Name Registered office Business Currency Share capital/ consortium

fund as at31/12/2015

Held by % interest in share capital/ consortium fund as at 31/12/2015

Overall group interest

(%)

Note

Parent company

Autostrade per l’Italia SpA Rome Motorway operation and construction Euro 622,027,000

Subsidiaries consolidated on a line-by-line basis

AD Moving SpA Rome Advertising services Euro 1,000,000 Autostrade per l’Italia SpA 100% 100%

AB Concessões SA Sao Paulo (Brazil) Holding company Brazilian Real 738,652,989 Autostrade Concessões e Participações Brasil Limitada 50.00% 50.00% (1)

Autostrade Concessões e Participações Brasil Limitada Sao Paulo (Brazil) Holding company Brazilian Real 729,590,863 100% 100%

Autostrade Portugal - Concessões de Infrastructuras SA 25.00%

Autostrade dell’Atlantico Srl 41.14%

Autostrade Holding do Sur SA 33.86%

Autostrade dell’Atlantico Srl Rome Holding company Euro 1,000,000 Autostrade per l’Italia SpA 100% 100%

Autostrade Holding do Sur SA Santiago (Chile) Holding company Chilean Peso 51,496,805,692 100% 100%


Autostrade per l’Italia SpA 0.01%

Autostrade Indian Infrastructure Development Private Limited

Mumbai - Maharashtra (India)

Holding company Indian Rupee 500,000 100% 100%


Spea Engineering SpA 0.01%

Autostrade Meridionali SpA Naples Motorway operation and construction Euro 9,056,250 Autostrade per l’Italia SpA 58.98% 58.98% (2)

Autostrade Portugal - Concessões de Infraestructuras SA Lisbon (Portugal) Holding company Euro 30,000,000 Autostrade dell’Atlantico Srl 100% 100%

Autostrade Tech SpA Rome Information systems and equipment for the control and automation of traffic and road safety

Euro 1,120,000 Autostrade per l’Italia SpA 100% 100%

Concessionária da Rodovia MG050 SA Sao Paulo (Brazil) Motorway operation and construction Brazilian Real 113,525,350 AB Concessões SA 100% 50.00%

Dannii Holding GmbH Vienna (Austria) Acquisition and management of investments Euro 10,000 Autostrade Tech SpA 100% 100%

Ecomouv’ Sas Paris (France) Financing/design/construction/operation of equipment requried for Eco-Taxe

Euro 30,000,000 Autostrade per l’Italia SpA 70.00% 70.00%

Electronic Transaction Consultants Co. Richardson (Texas - Usa)

Management of automated tolling services Dollaro Usa 20,000,000 Autostrade dell’Atlantico Srl 64.46% 64.46%

EsseDiEsse Società di Servizi SpA Rome General and administrative services Euro 500,000 Autostrade per l’Italia SpA 100% 100%

Giove Clear Srl Rome Cleaning services Euro 10,000 Autostrade per l’Italia SpA 100% 100%

Grupo Costanera SpA Santiago (Chile) Holding company Chilean Peso 465,298,430,418 Autostrade dell’Atlantico Srl 50.01% 50.01%

Infoblu SpA Rome Traffic information Euro 5,160,000 Autostrade per l’Italia SpA 75.00% 75.00%

Raccordo Autostradale Valle d’Aosta SpA Aosta Motorway operation and construction Euro 343,805,000 Società Italiana pA per il Traforo del Monte Bianco 47.97% 24.46% (3)

Rodovia das Colinas SA Sao Paulo (Brazil) Motorway operation and construction Brazilian Real 226,145,401 AB Concessões SA 100% 50.00%

Sociedad Concesionaria Amb SA Santiago (Chile) Motorway operation and construction Chilean Peso 5,875,178,700 100% 50.01%

Grupo Costanera SpA 99.98%

Sociedad Gestion Vial SA 0.02%

Sociedad Concesionaria Autopista Nororiente SA Santiago (Chile) Motorway operation and construction Chilean Peso 22,738,904,654 100% 50.01%



Sociedad Concesionaria Autopista Nueva Vespucio Sur SA Santiago (Chile) Holding company Chilean Peso 166,967,672,229 100% 50.01%



Sociedad Concesionaria Costanera Norte SA Santiago (Chile) Motorway operation and construction Chilean Peso 58,859,765,519 100% 50.01%

Grupo Costanera SA 99.99804%


Annex 1


The Autostrade per l’Italia Group’s scope of consolidation and investments as at 31 December 2015





(%)

Note

Parent company

Autostrade per l’Italia SpA Rome Motorway operation and construction Euro 622,027,000

Subsidiaries consolidated on a line-by-line basis

AD Moving SpA Rome Advertising services Euro 1,000,000 Autostrade per l’Italia SpA 100% 100%

AB Concessões SA Sao Paulo (Brazil) Holding company Brazilian Real 738,652,989 Autostrade Concessões e Participações Brasil Limitada 50.00% 50.00% (1)

Autostrade Concessões e Participações Brasil Limitada Sao Paulo (Brazil) Holding company Brazilian Real 729,590,863 100% 100%

Autostrade Portugal - Concessões de Infrastructuras SA 25.00%



Autostrade dell’Atlantico Srl Rome Holding company Euro 1,000,000 Autostrade per l’Italia SpA 100% 100%

Autostrade Holding do Sur SA Santiago (Chile) Holding company Chilean Peso 51,496,805,692 100% 100%




Mumbai - Maharashtra (India)

Holding company Indian Rupee 500,000 100% 100%


Spea Engineering SpA 0.01%

Autostrade Meridionali SpA Naples Motorway operation and construction Euro 9,056,250 Autostrade per l’Italia SpA 58.98% 58.98% (2)

Autostrade Portugal - Concessões de Infraestructuras SA Lisbon (Portugal) Holding company Euro 30,000,000 Autostrade dell’Atlantico Srl 100% 100%

Autostrade Tech SpA Rome Information systems and equipment for the control and automation of traffic and road safety


Concessionária da Rodovia MG050 SA Sao Paulo (Brazil) Motorway operation and construction Brazilian Real 113,525,350 AB Concessões SA 100% 50.00%

Dannii Holding GmbH Vienna (Austria) Acquisition and management of investments Euro 10,000 Autostrade Tech SpA 100% 100%

Ecomouv’ Sas Paris (France) Financing/design/construction/operation of equipment requried for Eco-Taxe

Euro 30,000,000 Autostrade per l’Italia SpA 70.00% 70.00%

Electronic Transaction Consultants Co. Richardson (Texas - Usa)

Management of automated tolling services Dollaro Usa 20,000,000 Autostrade dell’Atlantico Srl 64.46% 64.46%

EsseDiEsse Società di Servizi SpA Rome General and administrative services Euro 500,000 Autostrade per l’Italia SpA 100% 100%

Giove Clear Srl Rome Cleaning services Euro 10,000 Autostrade per l’Italia SpA 100% 100%

Grupo Costanera SpA Santiago (Chile) Holding company Chilean Peso 465,298,430,418 Autostrade dell’Atlantico Srl 50.01% 50.01%

Infoblu SpA Rome Traffic information Euro 5,160,000 Autostrade per l’Italia SpA 75.00% 75.00%

Raccordo Autostradale Valle d’Aosta SpA Aosta Motorway operation and construction Euro 343,805,000 Società Italiana pA per il Traforo del Monte Bianco 47.97% 24.46% (3)

Rodovia das Colinas SA Sao Paulo (Brazil) Motorway operation and construction Brazilian Real 226,145,401 AB Concessões SA 100% 50.00%

Sociedad Concesionaria Amb SA Santiago (Chile) Motorway operation and construction Chilean Peso 5,875,178,700 100% 50.01%



Sociedad Concesionaria Autopista Nororiente SA Santiago (Chile) Motorway operation and construction Chilean Peso 22,738,904,654 100% 50.01%



Sociedad Concesionaria Autopista Nueva Vespucio Sur SA Santiago (Chile) Holding company Chilean Peso 166,967,672,229 100% 50.01%



Sociedad Concesionaria Costanera Norte SA Santiago (Chile) Motorway operation and construction Chilean Peso 58,859,765,519 100% 50.01%



Annex 1






(%)

Note

Sociedad Concesionaria de Los Lagos SA Llanquihue (Chile) Motorway operation and construction Chilean Peso 53,602,284,061 100% 100%



Sociedad Concesionaria Litoral Central SA Santiago (Chile) Motorway operation and construction Chilean Peso 18,368,224,675 100% 50.01%



Sociedad Concesionaria Vespucio Sur SA Santiago (Chile) Motorway operation and construction Chilean Peso 52,967,792,704 100% 50.01%

Sociedad Concesionaria Autopista Nueva Vespucio Sur SA 99.9975%


Sociedad Gestion Vial SA Santiago (Chile) Construction and maintenance of roads and traffic services

Chilean Peso 397,237,788 100% 50.01%


Sociedad Operacion y Logistica de Infraestructuras SA 0.01%

Sociedad Operacion y Logistica de Infraestructuras SA Santiago (Chile) Concession contruction and services Chilean Peso 11,736,819 100% 50.01%



Società Autostrada Tirrenica pA Rome Motorway operation and construction Euro 24,460,800 Autostrade per l’Italia SpA 99.93% 99.99% (4)

Società Italiana pA per il Traforo del Monte Bianco Pré Saint Didier (Aosta)

Mont Blanc tunnel operation and construction Euro 198,749,200 Autostrade per l’Italia SpA 51.00% 51.00%

Soluciona Conservaçao Rodoviaria Ltda Matao (Brazil) Motorway maintenance Brazilian Real AB Concessões SA 100% 50.00%

Stalexport Autoroute Sàrl Luxembourg(Luxembourg)

Motorway services Euro 56,149,500 Stalexport Autostrady SA 100% 61.20%

Stalexport Autostrada Małopolska SA Mysłowice (Poland ) Motorway operation and construction Polish Zloty 66,753,000 Stalexport Autoroute Sàrl 100% 61.20%

Stalexport Autostrady SA Mysłowice (Poland ) Holding company Polish Zloty 185,446,517 Autostrade per l’Italia SpA 61.20% 61.20% (5)

Tangenziale di Napoli SpA Naples Motorway operation and construction Euro 108,077,490 Autostrade per l’Italia SpA 100% 100%

Tech Solutions Integrators Sas (in liquidation) Paris (France) Construction, installation and maintenance of electronic tolling systems


Telepass SpA Rome Automated tolling services Euro 26,000,000 100% 100%

Autostrade Per L’italia SpA 96.15%

Autostrade Tech SpA 3.85%

Triangulo do Sol Auto-Estradas SA Matao (Brazil) Motorway operation and construction Brazilian Real 71,000,000 Atlantia Bertin Concessões SA 100% 50.00%

Via4 SA Mysłowice (Poland ) Motorway services Polish Zloty 500,000 Stalexport Autoroute Sàrl 55.00% 33.66%

(1) The Atlantia Group holds 50% plus one share in the companies and exercises control on the base of partnership and governance agreements.(2) The company is listed on Borsa Italiana SpA’s Expandi market.(3) The issued capital is made up of E284,350,000 in ordinary shares and E59,455,000 in preference shares. The percentage interest is calculated

with reference to all shares in issue, whereas the 58.00% of voting rights is calculated with reference to ordinary voting shares.(4) On 29 December 2015, Società Autostrada Tirrenica, following authorisation by the general meeting of shareholders held on the same date,

purchased 109,600 own shares from non-controlling shareholders. Autostrade per l’Italia’s interest is, therefore, equal to 99.99% as at 31 December 2015 (the percentage interest calculated on the basis of the ratio of shares held by Autostrade per l’Italia and the subsidiary’s total shares is 99.93% ).

(5) The company is listed on the Warsaw stock exchange.






(%)

Note

Sociedad Concesionaria de Los Lagos SA Llanquihue (Chile) Motorway operation and construction Chilean Peso 53,602,284,061 100% 100%



Sociedad Concesionaria Litoral Central SA Santiago (Chile) Motorway operation and construction Chilean Peso 18,368,224,675 100% 50.01%



Sociedad Concesionaria Vespucio Sur SA Santiago (Chile) Motorway operation and construction Chilean Peso 52,967,792,704 100% 50.01%

Sociedad Concesionaria Autopista Nueva Vespucio Sur SA 99.9975%


Sociedad Gestion Vial SA Santiago (Chile) Construction and maintenance of roads and traffic services

Chilean Peso 397,237,788 100% 50.01%


Sociedad Operacion y Logistica de Infraestructuras SA 0.01%

Sociedad Operacion y Logistica de Infraestructuras SA Santiago (Chile) Concession contruction and services Chilean Peso 11,736,819 100% 50.01%



Società Autostrada Tirrenica pA Rome Motorway operation and construction Euro 24,460,800 Autostrade per l’Italia SpA 99.93% 99.99% (4)

Società Italiana pA per il Traforo del Monte Bianco Pré Saint Didier (Aosta)

Mont Blanc tunnel operation and construction Euro 198,749,200 Autostrade per l’Italia SpA 51.00% 51.00%

Soluciona Conservaçao Rodoviaria Ltda Matao (Brazil) Motorway maintenance Brazilian Real AB Concessões SA 100% 50.00%

Stalexport Autoroute Sàrl Luxembourg(Luxembourg)

Motorway services Euro 56,149,500 Stalexport Autostrady SA 100% 61.20%

Stalexport Autostrada Małopolska SA Mysłowice (Poland ) Motorway operation and construction Polish Zloty 66,753,000 Stalexport Autoroute Sàrl 100% 61.20%

Stalexport Autostrady SA Mysłowice (Poland ) Holding company Polish Zloty 185,446,517 Autostrade per l’Italia SpA 61.20% 61.20% (5)

Tangenziale di Napoli SpA Naples Motorway operation and construction Euro 108,077,490 Autostrade per l’Italia SpA 100% 100%

Tech Solutions Integrators Sas (in liquidation) Paris (France) Construction, installation and maintenance of electronic tolling systems


Telepass SpA Rome Automated tolling services Euro 26,000,000 100% 100%

Autostrade Per L’italia SpA 96.15%

Autostrade Tech SpA 3.85%

Triangulo do Sol Auto-Estradas SA Matao (Brazil) Motorway operation and construction Brazilian Real 71,000,000 Atlantia Bertin Concessões SA 100% 50.00%

Via4 SA Mysłowice (Poland ) Motorway services Polish Zloty 500,000 Stalexport Autoroute Sàrl 55.00% 33.66%

(1) The Atlantia Group holds 50% plus one share in the companies and exercises control on the base of partnership and governance agreements.(2) The company is listed on Borsa Italiana SpA’s Expandi market.(3) The issued capital is made up of E284,350,000 in ordinary shares and E59,455,000 in preference shares. The percentage interest is calculated

with reference to all shares in issue, whereas the 58.00% of voting rights is calculated with reference to ordinary voting shares.(4) On 29 December 2015, Società Autostrada Tirrenica, following authorisation by the general meeting of shareholders held on the same date,

purchased 109,600 own shares from non-controlling shareholders. Autostrade per l’Italia’s interest is, therefore, equal to 99.99% as at 31 December 2015 (the percentage interest calculated on the basis of the ratio of shares held by Autostrade per l’Italia and the subsidiary’s total shares is 99.93% ).

(5) The company is listed on the Warsaw stock exchange.



fund as at 31/12/2014

Held by % interest in share capital/consortium fund as at 31/12/2014

Investments accounted for using the equity method

Associates

Pavimental SpA Rome Motorway and airport construction and maintenance Euro 10,116,452 Autostrade per l’Italia SpA 20.00%

Spea Engineering SpA Rome Integrated technical engineering services Euro 6,966,000 Autostrade per l’Italia SpA 20.00%

Autostrade for Russia GmbH Wien (Austria) Holding company Euro 60,000 Autostrade Tech SpA 25.50%

Bologna & Fiera Parking SpA Bologna Design, construction and management of multi-level public car parks

Euro 2,715,200 Autostrade per l’Italia SpA 36.81%

Biuro Centrum Spzoo Katowice (Poland) Administrative services Polish Zloty 80,000 Stalexport Autostrady SA 40.63%

Pedemontana Veneta SpA (in liquidation) Verona Motorway operation and construction Euro 6,000,000 Autostrade per l’Italia SpA 29.77%

Società Infrastrutture Toscane SpA (in liquidation) Rome Motorway operation and construction Euro 15,000,000 Autostrade per l’Italia SpA 46.00%

Joint Venture

A&T Road Construction Management and Operation Private Limited

Pune - Maharashtra (India)

Operation and maintenance, design and project management Indian Rupee 100,000 Autostrade Indian Infrastracture Development Private Limited 50.00%

Concessionária Rodovias do Tietê SA Sao Paulo (Brazil) Motorway operation and construction Brazilian Real 303,578,476 AB Concessões SA 50.00%

GEIE del Traforo del Monte Bianco Courmayeur (Aosta) Maintenance and operation of Mont Blanc tunnel Euro 2,000,000 Società Italiana pA per il Traforo del Monte Bianco 50.00%

Investments accounted for at cost or fair value

Unconsolidated subsidiaries

Petrostal SA (in liquidation) Warsaw (Poland) Real estate services Polish Zloty 2,050,500 Stalexport Autostrady SA 100%

Other investments

Centro Intermodale Toscano Amerigo Vespucci SpA Livorno Distribution centre Euro 11,756,695 Società Autostrada Tirrenica pA 0.43%

Huta Jednosc SA Siemianowice (Poland)

Steel trading Polish Zloty 27,200,000 Stalexport Autostrady SA 2.40%

Inwest Star SA (in liquidation) Starachowice (Poland)


Italmex SpA (in liquidation) Milan Trading agency Euro 1,464,000 Stalexport Autostrady SA 4.24%

Lusoponte - Concessionaria Para a Travessia do Tejo SA Montijo (Portugal)

Motorway operation Euro 25,000,000 Autostrade Portugal - Concessões de Infraestructuras SA 17.21%

Konsorcjum Autostrada Slask SS Katowice (Poland) Motorway operation and construction Polish Zloty 1,987,300 Stalexport Autostrady SA 5.43%

Tangenziale Esterna SpA Milan Motorway operation and construction Euro 464,945,000 Autostrade per l’Italia SpA 0.25%

Tangenziali Esterne di Milano SpA Milan Construction and operation of Milan ring road Euro 220,344,608 Autostrade per l’Italia SpA 13.67%

Uirnet SpA Rome Operation of national logistics network Euro 1,061,000 Autostrade per l’Italia SpA 1.51%

Veneto Strade SpA Venice Construction and maintenance of roads and traffic services Euro 5,163,200 Autostrade per l’Italia SpA 5.00%

Walcownia Rur Jednosc Spzoo Siemianowice (Poland)


Zakłady Metalowe Dezamet SA Nowa Deba (Poland) Steel trading Polish Zloty 19,241,750 Stalexport Autostrady SA 0.26%

Consortia

Consorcio Anhanguera Norte Riberao Preto (Brazil)

Construction consortium Brazilian Real - Autostrade Concessões e Participações Brasil 13.13%

Consorzio Autostrade Italiane Energia Rome Electricity procurement Euro 113,949 34.50%


Tangenziale di Napoli SpA 2.00%

Società Italiana pA per il Traforo del Monte Bianco 1.90%

Raccordo Autostradale Valle d’Aosta SpA 1.10%

Società Autostrada Tirrenica pA 0.30%

Autostrade Meridionali SpA 0.90%

Pavimental SpA 1.00%

Consorzio Midra Florence Scientific research for device based technologies Euro 73,989 Autostrade Tech SpA 33.33%

Costruzioni Impianti Autostradali S.c.ar.l. Rome Construction of public works and infrastructure Euro 10,000 Autostrade Tech SpA 20.00%



fund as at 31/12/2014


Investments accounted for using the equity method

Associates

Pavimental SpA Rome Motorway and airport construction and maintenance Euro 10,116,452 Autostrade per l’Italia SpA 20.00%

Spea Engineering SpA Rome Integrated technical engineering services Euro 6,966,000 Autostrade per l’Italia SpA 20.00%

Autostrade for Russia GmbH Wien (Austria) Holding company Euro 60,000 Autostrade Tech SpA 25.50%

Bologna & Fiera Parking SpA Bologna Design, construction and management of multi-level public car parks

Euro 2,715,200 Autostrade per l’Italia SpA 36.81%

Biuro Centrum Spzoo Katowice (Poland) Administrative services Polish Zloty 80,000 Stalexport Autostrady SA 40.63%

Pedemontana Veneta SpA (in liquidation) Verona Motorway operation and construction Euro 6,000,000 Autostrade per l’Italia SpA 29.77%

Società Infrastrutture Toscane SpA (in liquidation) Rome Motorway operation and construction Euro 15,000,000 Autostrade per l’Italia SpA 46.00%

Joint Venture

A&T Road Construction Management and Operation Private Limited

Pune - Maharashtra (India)

Operation and maintenance, design and project management Indian Rupee 100,000 Autostrade Indian Infrastracture Development Private Limited 50.00%

Concessionária Rodovias do Tietê SA Sao Paulo (Brazil) Motorway operation and construction Brazilian Real 303,578,476 AB Concessões SA 50.00%

GEIE del Traforo del Monte Bianco Courmayeur (Aosta) Maintenance and operation of Mont Blanc tunnel Euro 2,000,000 Società Italiana pA per il Traforo del Monte Bianco 50.00%

Investments accounted for at cost or fair value

Unconsolidated subsidiaries

Petrostal SA (in liquidation) Warsaw (Poland) Real estate services Polish Zloty 2,050,500 Stalexport Autostrady SA 100%

Other investments

Centro Intermodale Toscano Amerigo Vespucci SpA Livorno Distribution centre Euro 11,756,695 Società Autostrada Tirrenica pA 0.43%

Huta Jednosc SA Siemianowice (Poland)


Inwest Star SA (in liquidation) Starachowice (Poland)


Italmex SpA (in liquidation) Milan Trading agency Euro 1,464,000 Stalexport Autostrady SA 4.24%

Lusoponte - Concessionaria Para a Travessia do Tejo SA Montijo (Portugal)

Motorway operation Euro 25,000,000 Autostrade Portugal - Concessões de Infraestructuras SA 17.21%

Konsorcjum Autostrada Slask SS Katowice (Poland) Motorway operation and construction Polish Zloty 1,987,300 Stalexport Autostrady SA 5.43%

Tangenziale Esterna SpA Milan Motorway operation and construction Euro 464,945,000 Autostrade per l’Italia SpA 0.25%

Tangenziali Esterne di Milano SpA Milan Construction and operation of Milan ring road Euro 220,344,608 Autostrade per l’Italia SpA 13.67%

Uirnet SpA Rome Operation of national logistics network Euro 1,061,000 Autostrade per l’Italia SpA 1.51%

Veneto Strade SpA Venice Construction and maintenance of roads and traffic services Euro 5,163,200 Autostrade per l’Italia SpA 5.00%

Walcownia Rur Jednosc Spzoo Siemianowice (Poland)


Zakłady Metalowe Dezamet SA Nowa Deba (Poland) Steel trading Polish Zloty 19,241,750 Stalexport Autostrady SA 0.26%

Consortia

Consorcio Anhanguera Norte Riberao Preto (Brazil)

Construction consortium Brazilian Real - Autostrade Concessões e Participações Brasil 13.13%

Consorzio Autostrade Italiane Energia Rome Electricity procurement Euro 113,949 34.50%


Tangenziale di Napoli SpA 2.00%

Società Italiana pA per il Traforo del Monte Bianco 1.90%

Raccordo Autostradale Valle d’Aosta SpA 1.10%

Società Autostrada Tirrenica pA 0.30%

Autostrade Meridionali SpA 0.90%

Pavimental SpA 1.00%

Consorzio Midra Florence Scientific research for device based technologies Euro 73,989 Autostrade Tech SpA 33.33%

Costruzioni Impianti Autostradali S.c.ar.l. Rome Construction of public works and infrastructure Euro 10,000 Autostrade Tech SpA 20.00%



fund as at 31/12/2014


Idroelettrica Scrl Châtillon (Aosta) Electricity generation Euro 50,000 Raccordo Autostradale Valle d’Aosta SpA 0.10%

Sat Lavori Scrl Rome Construction consortium Euro 100,000 Società Autostrada Tirrenica pA 1.00%

Investments accounted for in current assets

Dom Maklerski Bdm SA Bielsko-Biała (Poland)

Holding company Polish Zloty 19,796,924 Stalexport Autostrady SA 2.71%

Ideon SA Katowice (Poland) Steel trading Polish Zloty 343,490,781 Stalexport Autostrady SA 2.63%

Strada dei parchi SpA Rome Motorway operation and construction Euro 48,114,240 Autostrade per l’Italia SpA 2.00%

Disclosure of the fees paid to the Independent Auditors

Disclosures pursuant to art. 149-duodecies of the Consob Regulation for Issuers

Type of service Provider of service Fees E000

Autostrade per l’Italia SpA

Audit Parent Company's auditor 188

Certification Parent Company's auditor (1) 23

Other services Parent Company's auditor (2) 77

Other services Associate of Parent Company's auditor (3) 17

Total Autostrade per l’Italia SpA 305

Subsidiaries


Audit Associate of Parent Company's auditor 468



Total subsidiaries 833

Total Autostrade per l’Italia SpA Group 1,138

(1) Opinion on payment of the interim dividend.(2) Signature of consolidated and 770 tax forms, agreed upon procedures for data and accounting information and comfort letters on offering

circulars.(3) Checks on income tax applied to employees and obligations as withholding agent.(4) Signature of Consolidated Tax Return and Form 770 and agreed upon procedures on accounting data and information.(5) Agreed upon procedures on accounting data and information.

Annex 2



fund as at 31/12/2014


Idroelettrica Scrl Châtillon (Aosta) Electricity generation Euro 50,000 Raccordo Autostradale Valle d’Aosta SpA 0.10%

Sat Lavori Scrl Rome Construction consortium Euro 100,000 Società Autostrada Tirrenica pA 1.00%

Investments accounted for in current assets

Dom Maklerski Bdm SA Bielsko-Biała (Poland)

Holding company Polish Zloty 19,796,924 Stalexport Autostrady SA 2.71%

Ideon SA Katowice (Poland) Steel trading Polish Zloty 343,490,781 Stalexport Autostrady SA 2.63%

Strada dei parchi SpA Rome Motorway operation and construction Euro 48,114,240 Autostrade per l’Italia SpA 2.00%

Disclosure of the fees paid to the Independent Auditors

Disclosures pursuant to art. 149-duodecies of the Consob Regulation for Issuers

Type of service Provider of service Fees E000

Autostrade per l’Italia SpA


Certification Parent Company's auditor (1) 23



Total Autostrade per l’Italia SpA 305

Subsidiaries


Audit Associate of Parent Company's auditor 468



Total subsidiaries 833

Total Autostrade per l’Italia SpA Group 1,138

(1) Opinion on payment of the interim dividend.(2) Signature of consolidated and 770 tax forms, agreed upon procedures for data and accounting information and comfort letters on offering

circulars.(3) Checks on income tax applied to employees and obligations as withholding agent.(4) Signature of Consolidated Tax Return and Form 770 and agreed upon procedures on accounting data and information.(5) Agreed upon procedures on accounting data and information.

Annex 2

4.SEPARATEFINANCIAL STATEMENTS


STATEMENT OF FINANCIAL POSITION (1)

E 31/12/2015 31/12/2014

ASSETS

NON-CURRENT ASSETS

Property, plant and equipment 76,065,271 74,791,378

Property, plant and equipment 68,547,748 68,427,728

Investment property 7,517,523 6,363,650

Intangible assets 17,750,951,065 17,890,665,047

Intangible assets deriving from concession rights 11,624,796,469 11,764,460,867

Goodwill and other intangible assets with indefinite lives 6,111,200,484 6,111,200,765

Other intangible assets 14,954,112 15,003,415

Investments 1,535,861,597 1,451,039,259

Other non-current financial assets 595,188,130 362,540,607

Non-current financial assets deriving from government grants 175,984,110 131,501,586

Non-current term deposits 176,316,092 171,790,791

Other non-current financial assets 242,887,928 59,248,230

Other non-current assets 269,082 269,082

TOTAL NON-CURRENT ASSETS 19,958,335,145 19,779,305,373

CURRENT ASSETS

Trading assets 509,063,001 497,929,851

Inventories 38,918,989 36,535,715

Contract work in progress 4,204,491 3,696,881

Trade receivables 465,939,521 457,697,255

Cash and cash equivalents 2,422,343,027 1,265,206,184

Cash 1,708,380,905 494,338,869

Cash equivalents 340,074,290 352,717,734

Intercompany current account receivables due from related parties 373,887,832 418,149,581

Current financial assets 129,926,891 353,876,758

Current financial assets deriving from government grants 59,855,351 65,679,850

Current term deposits 57,745,476 62,270,778

Current derivative assets 36,032 1,034,216

Current portion of medium/long-term financial assets 11,459,947 98,718,885

Other current financial assets 830,085 126,173,029

Current tax assets 31,469,291 17,143,181

Other current assets 121,149,009 121,304,050

Non-current assets held for sale or related to discontinued operations 4,271,004 4,271,004

TOTAL CURRENT ASSETS 3,218,222,223 2,259,731,028

TOTAL ASSETS 23,176,557,368 22,039,036,401

Financial statements

(1) As required by Consob Resolution 15519 of 27 July 2006, the impact of related party transactions on Autostrade per l’Italia SpA’s statement of financial position are shown in the statement of financial position, expressed in thousands of euros, on the following pages. The impact is also described in further detail in note 8.3.

Separate financial statements 199

E 31/12/2015 31/12/2014


EQUITY

Issued capital 622,027,000 622,027,000

Undistributable extraordinary reserve for delayed investment - -

Other reserves and retained earnings 1,323,901,324 1,272,670,890

Profit/(Loss) for the year after interim dividends 619,680,175 373,856,667

TOTAL EQUITY 2,565,608,499 2,268,554,557

NON-CURRENT LIABILITIES

Non-current portion of provisions for construction services required by contract 3,264,523,400 3,654,564,990

Non-current provisions 1,013,062,714 926,536,421

Non-current provisions for employee benefits 100,129,094 114,497,542

Non-current provisions for repair and replacement of motorway infrastructure 912,933,620 812,038,879

Non-current financial liabilities 12,076,225,010 11,525,508,466

Bond issues 2,617,531,413 -

Medium/long-term borrowings 9,105,890,054 11,180,597,181

Non-current derivative liabilities 352,803,543 344,911,285

Net deferred tax liabilities 320,326,827 247,447,082

Other non-current liabilities 32,695,495 28,896,847

TOTAL NON-CURRENT LIABILITIES 16,706,833,446 16,382,953,806

CURRENT LIABILITIES

Trading liabilities 1,290,700,668 1,184,651,182

Trade payables 1,290,700,668 1,184,651,182

Current portion of provisions for construction services required by contract 428,783,410 494,091,940

Current provisions 188,700,192 341,169,653

Current provisions for employee benefits 13,965,062 13,145,545

Current provisions for repair and replacement of motorway infrastructure 129,368,873 268,124,299

Current provisions for the risk of fines and penalties under the Single Concession Arrangement 3,139,546 2,140,543

Other current provisions 42,226,711 57,759,266

Current financial liabilities 1,781,542,553 1,138,478,462

Bank overdrafts 374 13,935

Short-term borrowings 400,000,369 263,999,946

Current derivative liabilities 36,032 1,034,215

Intercompany current account payables due to related parties 73,840,754 251,741,753

Current portion of medium/long-term financial liabilities 1,307,644,587 618,902,270

Other current financial liabilities 20,437 2,786,343

Current tax liabilities - 21,070,171

Other current liabilities 214,388,600 208,066,630

Non-current liabilities related to discontinued operations - -

TOTAL CURRENT LIABILITIES 3,904,115,423 3,387,528,038

TOTAL LIABILITIES 20,610,948,869 19,770,481,844

TOTAL EQUITY AND LIABILITIES 23,176,557,368 22,039,036,401




INCOME STATEMENT (2)

E 2015 2014

REVENUE

Toll revenue 3,097,669,506 2,954,773,302

Revenue from construction services 380,073,505 347,142,997

Contract revenue 507,610 2,370,000

Other operating income 300,399,630 341,726,853

TOTAL REVENUE 3,778,650,251 3,646,013,152

COSTS

Raw and consumable materials -72,825,383 -80,324,428

Service costs -1,172,604,076 -1,015,282,564

Gain/(loss) on sale of property, plant and equipment 188,850 423,375

Staff costs -395,885,113 -380,553,355

Other operating costs -493,599,105 -469,663,501

Concession fees -417,576,775 -405,548,256

Lease expense -5,672,174 -5,114,458

Other -70,350,156 -59,000,787

Operating change in provisions 51,387,145 -173,111,714

Provisions/ (Uses of provisions) for repair and replacement of motorway infrastructure 53,955,117 -159,766,481

Provisions/ (Uses of provisions) -2,567,972 -13,345,233

Use of provisions for construction services required by contract 496,527,482 393,160,285

Amortisation and depreciation -511,190,035 -487,359,842

Depreciation of property, plant and equipment -19,624,656 -20,344,650

Depreciation of investment property -389,372 -368,175

Amortisation of intangible assets deriving from concession rights -478,808,288 -454,683,278

Amortisation of other intangible assets -12,367,719 -11,963,739

(Impairment losses)/Reversals of impairment losses -4,127,878 -4,374,772

TOTAL COSTS -2,102,128,113 -2,217,086,516

OPERATING PROFIT/(LOSS) 1,676,522,138 1,428,926,636

Financial income 272,640,023 297,317,102

Dividends received from investees 199,389,267 174,681,499

Reversal of impairment losses on financial assets and investments 5,696,991 32,235,000

Other financial income 67,553,765 90,400,603

Financial expenses -703,786,237 -734,290,820

Financial expenses from discounting of provisions for construction services required by contract and other provisions

-43,295,983 -98,358,679

Impairment losses on financial assets and investments - -7,983,830

Other financial expenses -660,490,254 -627,948,311

Foreign exchange gains/(losses) -45,214 -12,085

FINANCIAL INCOME/(EXPENSES) -431,191,428 -436,985,803

PROFIT BEFORE TAX FROM CONTINUING OPERATIONS 1,245,330,710 991,940,833

Income tax (expense)/benefit -290,377,982 -288,409,856

Current income tax expense -234,056,950 -252,637,147

Differences on income tax expense for previous years 1,888,920 4,189,748

Deferred tax income and expense -58,209,952 -39,962,457

PROFIT/(LOSS) FROM CONTINUING OPERATIONS 954,952,728 703,530,977


PROFIT FOR THE YEAR 954,952,728 703,530,977

(2) As required by Consob Resolution 15519 of 27 July 2006, the impact of related party transactions and components of income deriving from non-recurring transactions on Autostrade per l’Italia SpA’s income statement are shown in the income statement, expressed in thousands of euros, on the following pages. The impact is also described in further detail in notes 8.3 and 6.13.


STATEMENT OF FINANCIAL POSITION



ASSETS

NON-CURRENT ASSETS

Property, plant and equipment 5.1 76,065 74,791

Property, plant and equipment 68,547 68,428

Investment property 7,518 6,363

Intangible assets 5.2 17,750,951 17,890,665

Intangible assets deriving from concession rights 11,624,796 11,764,461

Goodwill and other intangible assets with indefinite lives 6,111,201 6,111,201

Other intangible assets 14,954 15,003

Investments 5.3 1,535,862 1,451,039

Other non-current financial assets 5.4 595,188 362,541

Non-current financial assets deriving from government grants 175,984 131,502

Non-current term deposits 176,316 171,791

Other non-current financial assets 242,888 226,240 59,248 43,161

Other non-current assets 5.5 269 269

TOTAL NON-CURRENT ASSETS 19,958,335 19,779,305

CURRENT ASSETS

Trading assets 5.6 509,063 497,930

Inventories 38,919 36,536

Contract work in progress 4,204 3,697

Trade receivables 465,940 100,728 457,697 110,390


Cash 1,708,381 494,339

Cash equivalents 340,074 352,718

Intercompany current account receivables due from related parties 373,888 373,888 418,150 418,150

Current financial assets 5.4 129,927 353,877

Current financial assets deriving from government grants 59,855 65,680

Current term deposits 57,746 62,271

Current derivative assets 36 1,034

Current portion of medium/long-term financial assets 11,460 9,862 98,719 81,807

Other current financial assets 830 121 126,173 124,809

Current tax assets 5.8 31,470 16,864 17,143 17,040

Other current assets 5.9 121,149 121,304

Non-current assets held for sale or related to discontinued operations 5.10 4,271 4,271

TOTAL CURRENT ASSETS 3,218,223 2,259,732

TOTAL ASSETS 23,176,558 22,039,037





EQUITYIssued capital 622,027 622,027Undistributable extraordinary reserve for delayed investment - -Other reserves and retained earnings 1,323,901 1,272,670Profit/(Loss) for the year after interim dividends 619,680 373,857TOTAL EQUITY 5.11 2,565,608 2,268,554

Non-current liabilitiesNon-current portion of provisions for construction services required by contract 5.12 3,264,523 3,654,565Non-current provisions 5.13 1,013,063 926,536Non-current provisions for employee benefits 100,130 114,497Non-current provisions for repair and replacement of motorway infrastructure 912,933 812,039

Non-current financial liabilities 5.14 12,076,225 11,525,508Bond issues 2,617,531 -Medium/long-term borrowings 9,105,890 6,495,414 11,180,597 8,736,615Non-current derivative liabilities 352,804 216,123 344,911 245,232

Net deferred tax liabilities 5.15 320,330 247,451Other non-current liabilities 5.16 32,695 28,897TOTAL NON-CURRENT LIABILITIES 16,706,836 16,382,957

Current liabilitiesTrading liabilities 5.17 1,290,701 1,184,651Trade payables 1,290,701 288,606 1,184,651 290,719

Current portion of provisions for construction services required by contract 5.12 428,783 494,092

Current provisions 5.13 188,700 341,170Current provisions for employee benefits 13,965 13,146Current provisions for repair and replacement of motorway infrastructure 129,369 268,124Current provisions for the risk of fines and penalties under the Single Concession Arrangement 3,140 2,141Other current provisions 42,226 5,804 57,759 4,673

Current financial liabilities 5.14 1,781,542 1,138,478Bank overdrafts - 14Short-term borrowings 400,000 400,000 264,000 264,000Current derivative liabilities 36 1,034Intercompany current account payables due to related parties 73,841 73,841 251,741 251,741Current portion of medium/long-term financial liabilities 1,307,645 1,077,381 618,903 237,606Other current financial liabilities 20 2,786

Current tax liabilities 5.8 - - 21,069 21,069Other current liabilities 5.18 214,388 38,099 208,066 12,021Non-current liabilities related to discontinued operations 5.10 - -Total current liabilities 3,904,114 3,387,526TOTAL LIABILITIES 20,610,950 19,770,483

TOTAL EQUITY AND LIABILITIES 23,176,558 22,039,037


INCOME STATEMENT



REVENUE

Toll revenue 6.1 3,097,669 2,954,773

Revenue from construction services 6.2 380,074 2,487 347,144 29,215

Contract revenue 6.3 507 2,370

Other operating income 6.4 300,400 100,731 341,726 112,677

TOTAL REVENUE 3,778,650 3,646,013

COSTS

Raw and consumable materials 6.5 -72,825 -80,324

Service costs 6.6 -1,172,604 -471,354 -1,015,283 -438,431

Gain/(loss) on sale of property, plant and equipment 189 423

Staff costs 6.7 -395,885 -18,126 -380,553 -12,896

Other operating costs 6.8 -493,599 -469,663

Concession fees -417,577 -405,548

Lease expense -5,672 -5,114

Other -70,350 -59,001

Operating change in provisions 6.9 51,387 -173,112

Provisions/ (Uses of provisions) for repair and replacement of motorway infrastructure 53,955 -159,766

Provisions/ (Uses of provisions) -2,568 -5,804 -13,346 -

Use of provisions for construction services required by contract 6.10 496,527 393,161

Amortisation and depreciation 6.11 -511,190 -487,360

Depreciation of property, plant and equipment -19,625 -20,345

Depreciation of investment property -390 -368

Amortisation of intangible assets deriving from concession rights -478,808 -454,683

Amortisation of other intangible assets -12,367 -11,964

(Impairment losses)/Reversals of impairment losses 6.12 -4,128 -4,375

TOTAL COSTS -2,102,128 -2,217,086

OPERATING PROFIT/(LOSS) 1,676,522 1,428,927

Financial income 272,640 297,317

Dividends received from investees 199,390 174,681

Reversal of impairment losses on financial assets and investments 5,697 5,697 32,234 32,234

Other financial income 67,553 48,425 90,402 65,126

Financial expenses -703,786 -734,291

Financial expenses from discounting of provisions for construction services required by contract and other provisions -43,296 -98,360

Impairment losses on financial assets and investments - - -7,984 -7,979

Other financial expenses -660,490 -526,178 -627,947 -498,705

– of which: non-recurring 6.16 -125,486 -125,486 - -

Foreign exchange gains/(losses) -45 -12

FINANCIAL INCOME/(EXPENSES) 6.13 -431,191 -436,986

PROFIT BEFORE TAX FROM CONTINUING OPERATIONS 1,245,331 991,941




Income tax (expense)/benefit 6.14 -290,378 -288,410

Current income tax expense -234,058 -252,637

Differences on income tax expense for previous years 1,889 4,189

Deferred tax income and expense -58,209 -39,962

PROFIT/(LOSS) FROM CONTINUING OPERATIONS 954,953 703,531


PROFIT FOR THE YEAR 954,953 703,531

Basic earnings per share (E) 6.15 1.54 1.13

of which:

– from continuing operations 1.54 1.13

– from discontinued operations - -

Diluted earnings per share (E) 6.15 1.54 1.13

of which:

– from continuing operations 1.54 1.13

– from discontinued operations - -

STATEMENT OF COMPREHENSIVE INCOME

E000 Note 2015 2014

Profit for the year (A) 954,953 703,531

Fair value gains/(losses) on cash flow hedges 5.11 6,246 -97,957

Other comprehensive income/(loss) for the year reclassifiable to profit or loss, after related taxation (B) 6,246 -97,957

Gains/(losses) from actuarial valuations of provisions for employee benefits 5.11 3,222 -9,075

Other comprehensive income/(loss) for the year not reclassifiable to profit or loss, after related taxation (C) 3,222 -9,075

Reclassification of cash flow hedge reserve to profit or loss for the year 5.11 -1,660 -

Reclassifications of other components of comprehensive income to profit or loss for the year (D) -1,660 -

Total other comprehensive income/(loss) for the year, after related taxation (E = B + C + D) 7,808 -107,032

Comprehensive income for the year (A + E) 962,761 596,499



E000 Issued capital Undistributable extraordinary

reserve for delayed

investment

Other reserves and retained earnings Other reserves and retained earnings Total other reserves and

retainedearnings

Profit for the year

after interim dividends

Total equity


Legal reserve Cash flow hedge reserve


earnings

Balance as at 31/12/2013 622,027 446,000 216,070 124,406 -154,042 589,586 776,020 460,231 2,304,278

Comprehensive income for the year - - - - -97,957 -9,075 -107,032 703,531 596,499


Final dividend (E0.547 per share) - - - - - - -340,249 -340,249

Transfer of profit/(loss) for previous year to retained earnings

- - - - 119,982 119,982 -119,982 -

Reclassification of undistributable extraordinary reserve for delayed investment to the extraordionary reserve

-446,000 - - - 446,000 446,000 - -

Interim dividend (E0.530 per share) - - - - - - -329,674 -329,674

Share-based incentive plans - - - - 3,331 3,331 - 3,331

Recognition of after-tax gains from disposal of investments (business combinations under common control)

- - - - 34,369 34,369 - 34,369

Balance as at 31/12/2014 622,027 - 216,070 124,406 -251,999 1,184,193 1,272,670 373,857 2,268,554

Comprehensive income for the year - - - - 4,586 3,222 7,808 954,953 962,761




- - - - 38,584 38,584 -38,584 -



Balance as at 31/12/2015 622,027 - 216,070 124,406 -247,413 1,230,838 1,323,901 619,680 2,565,608



E000 Issued capital Undistributable extraordinary

reserve for delayed

investment

Other reserves and retained earnings Other reserves and retained earnings Total other reserves and

retainedearnings

Profit for the year

after interim dividends

Total equity


Legal reserve Cash flow hedge reserve


earnings

Balance as at 31/12/2013 622,027 446,000 216,070 124,406 -154,042 589,586 776,020 460,231 2,304,278

Comprehensive income for the year - - - - -97,957 -9,075 -107,032 703,531 596,499




- - - - 119,982 119,982 -119,982 -

Reclassification of undistributable extraordinary reserve for delayed investment to the extraordionary reserve

-446,000 - - - 446,000 446,000 - -



Recognition of after-tax gains from disposal of investments (business combinations under common control)

- - - - 34,369 34,369 - 34,369

Balance as at 31/12/2014 622,027 - 216,070 124,406 -251,999 1,184,193 1,272,670 373,857 2,268,554

Comprehensive income for the year - - - - 4,586 3,222 7,808 954,953 962,761




- - - - 38,584 38,584 -38,584 -



Balance as at 31/12/2015 622,027 - 216,070 124,406 -247,413 1,230,838 1,323,901 619,680 2,565,608


STATEMENT OF CASH FLOWS



CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES

Profit for the year 954,953 703,531

Adjusted by:

Amortisation and depreciation 6.11 511,190 487,360

Operating change in provisions -48,493 10,548 175,950 -

Financial expenses from discounting of provisions for construction services required by contract

6.13 43,296 98,360

Impairments/(Reversal of impairment losses) on non-current financial assets and investments

6.13 -5,697 -5,697 -24,250 -24,255

(Gain)/Loss on sale of non-current assets -861 -427

Net change in deferred tax (assets)/liabilities through profit or loss

58,209 39,962

Other non-cash costs (income) -2,565 -2,487 -31,808 -29,215

Change in working capital and other changes 43,029 10,749 -54,316 8,124

Net cash generated from/(used in) operating activities (A) 7.1 1,553,061 1,394,362

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES

Investment in assets held under concession 5.2 -870,024 -706,836

Government grants related to assets held under concession 56,021 39,875

Purchases of property, plant & equipment 5.1 -21,689 -17,445

Purchases of other intangible assets 5.2 -12,318 -14,621

Purchase of investments 5.3 -84,519 -84,262 -1,883 -1,680

Proceeds from sales of property, plant and equipment, intangible assets and investments

2,310 1,721 78,250 77,505

Net change in current and non-current financial assets 15,314 14,594 258,812 259,314

Net cash generated from/(used in) investing activities (B) 7.1 -914,905 -363,848

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES

Dividends paid 5.11 -670,546 -669,923

New loans from parent - - 200,000 200,000

Repayment of loans from parent 5.14 -1,351,250 -1,351,250 -2,094,200 -2,094,200

Issuance of bonds 5.14 2,616,113 -

Increase in medium/long term borrowings 5.14 249,000 200,000

Repayments of medium/long term borrowings 5.14 -289,541 -364,763

Net change in other current and non-current financial liabilities 143,118 83,101 -222,148 -265,711

Net cash generated from/(used in) financing activities (C) 7.1 696,894 -2,951,034

Increase/(decrease) in net cash and cash equivalents during the year (A + B + C)

7.1 1,335,050 -1,920,520




ADDITIONAL INFORMATION ON THE STATEMENT OF CASH FLOWS

E000 Note 2015 2014

Income taxes paid(refunded) 268,792 209,949

Interest income and other financial income collected 76,470 75,846

Interest expense and other financial expenses paid 681,834 659,617

Dividends received 207,390 190,681

Foreign exchange gains collected 13 46

Foreign exchange losses incurred 57 55

RECONCILIATION OF NET CASH AND CASH EQUIVALENTS

E000 Note 2015 2014



Bank overdrafts repayable on demand 5.14 -14 -131

Intercompany current account payables due to related parties 5.14 -251,741 -510,869



Bank overdrafts repayable on demand 5.14 - -14

Intercompany current account payables due to related parties 5.14 -73,841 -251,741


Autostrade per l’Italia (or the “Company”) is a public limited company incorporated in 2003 with its registered office at Via Bergamini, 50 in Rome. The Company does not have branch offices.The duration of the Company is until 31 December 2050.The Company’s core business is the operation of motorways under a concession granted by the Ministry of Infrastructure and Transport, which assumed the role of Grantor previously fulfilled by ANAS SpA (Italy’s Highways Agency) from 1 October 2012. Under the concession arrangements, the Company and its motorway subsidiaries are responsible for the construction, management, improvement and upkeep of sections of motorway in Italy. Further information on the Company’s concession arrangement is provided in note 4.

100% of the Company’s share capital is held by Atlantia SpA (also referred to as “Atlantia”), which is listed on the screen-based trading system (Mercato Telematico Azionario) operated by Borsa Valori SpA, and is responsible for management and coordination of the Company.At the date of preparation of these separate financial statements, Sintonia SpA is the shareholder that holds a relative majority of the issued capital of Atlantia. Sintonia SpA, which is in turn a subsidiary of Edizione Srl, does not exercise management and coordination of Atlantia.These separate financial statements as at and for the year ended 31 December 2015 were approved by the Company’s Board of Directors at its meeting of 4 March 2016.The Company also prepares consolidated financial statements for the Group, published together with these separate financial statements.

The financial statements as at and for the year ended 31 December 2015 have been prepared on a going concern basis and in accordance with articles 2 and 4 of Legislative Decree 38/2005, as well as with International Financial Reporting Standards (IFRS) in force on the balance sheet date, as issued by the International Accounting Standards Board and endorsed by the European Commission. These standards reflect the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC), in addition to previous International Accounting Standards (IAS) and interpretations issued by the Standard Interpretations Committee (SIC) and still in force at the end of the reporting period. For the sake of simplicity, all standards and interpretations are hereinafter referred to as “IFRS”.Moreover, the measures introduced by the Consob, in application of paragraph 3 of article 9 of Legislative Decree 38/2005, relating to the preparation of financial statements, have also been taken into account.

The financial statements consist of the statement of financial position, the income statement, the statement of comprehensive income, the statement of changes in equity, the statement of cash flows and these notes, applying, where required, IAS 1 “Presentation of financial statements” and, in general, the historical cost convention, with the exception of those items that are required by IFRS to be recognised at fair value, as explained in the accounting policies for individual items described in note 3. The statement of financial position is based on the format that separately discloses current and non-current assets and liabilities. The income statement is classified by nature of expense, whilst the statement of cash flows has been prepared in application of the indirect method.IFRS have been applied in accordance with the “Conceptual Framework for Financial Reporting”, and no events have occurred that would require exemptions pursuant to paragraph 19 of IAS 1.Consob Resolution 15519 of 27 July 2006 requires that, in addition to the specific requirements of IAS 1 and other IFRS, financial statements must, where material, include separate sub-items providing (i) disclosure of amounts deriving from related party transactions; and, with regard to the income statement, (ii) separate disclosure of income and expenses deriving from events and transactions that are non-recurring in nature, or transactions or events that do not occur on a frequent basis in the normal course of business.

A number of non-recurring transactions and events occurred in 2015, as described in note 6.16. Otherwise, no atypical or unusual transactions, having a material impact on the Company’s income statement and statement of financial position, were entered into during the period, either with third or related parties. The financial statements therefore show the principal amounts relating to the related party and non-recurring transactions that took place during the reporting period.

Amounts in the income statement and statement of financial position are shown in euros, whilst amounts in the statement of comprehensive income, the statement of cash flows, the statement of changes in equity and these notes are shown in thousands of euros, unless otherwise indicated. With regard Consob Resolution 15519 of 27 July 2006

Notes1. Introduction

2. Basis of preparation


relating to the format for financial statements, a specific supplementary income statement and statement of financial position, with amounts in thousands of euros, showing material related party transactions, has been included. The euro is both the Company’s functional currency and its presentation currency.Each item in the financial statements is compared with the corresponding amount for the previous year.

A description follows of the more important accounting standards and policies employed by the Company for its financial statements as at and for the year ended 31 December 2015. These accounting standards and policies are consistent with those applied in preparation of the financial statements for the previous year, as no new standards, interpretations, or amendments to existing standards became effective in 2015 having a material effect on the Company’s financial statements.

It should be noted that the following new standards and interpretations and/or amendments to existing standards and interpretations were applicable from 2015:a) Annual Improvements to IFRSs: 2011–2013, relating specifically to:

1) IFRS 3 - Business Combinations. The amendment to the standard clarifies that a contingent consideration classified as an asset or a liability must be measured at fair value at each reporting date, with the effects to be recognised in profit or loss, regardless of whether the contingent consideration is a financial instrument or a non-financial asset or liability. In addition, it clarifies that the standard does not apply to all joint ventures;

2) IFRS 13 - Fair Value Measurement. The amendment clarifies and explicitly confirms the option of accounting for short-term trade receivables and payables on an undiscounted basis, should the effect of discounting not be material;

b) IFRIC 21 - Levies. The interpretation applies to all levies imposed by the government that do not fall within the scope of other standards (for example, IAS 12 – Income Taxes). The interpretation clarifies that an entity must only recognise a liability for a levy when the activity that triggers payment, as identified by the relevant legislation, occurs. In addition, a liability for a levy may only be accrued progressively if the activity that triggers payment occurs over a period of time. For a levy that is triggered upon reaching a minimum threshold, the liability must be estimated and recognised before the threshold is reached, when the threshold is expected to be exceeded in the assessment period.


Property, plant and equipment is stated at cost. Cost includes expenditure that is directly attributable to the acquisition of the items and financial expenses incurred during construction of the asset. As permitted by IFRS 1, assets acquired through business combinations prior to 1 January 2004 are stated at previous amounts, as determined under prior accounting standards for those business combinations and representing deemed cost.The cost of assets with finite useful lives is systematically depreciated on a straight-line basis applying rates that represent the expected useful life of the asset. Each component of an asset with a cost that is significant in relation to the total cost of the item, and that has a different useful life, is accounted for separately. Land, even if undeveloped or annexed to residential and industrial buildings, is not depreciated as it has an indefinite useful life. Investment property, which is held to earn rentals or for capital appreciation, or both, is recognised at cost measured in the same manner as property, plant and equipment. The relevant fair value of such assets has also been disclosed.

The bands of annual rates of depreciation used in 2015 are shown in the table below by asset class.

Property, plant and equipment Rate of depreciation

Buildings 3%-16.7%

Industrial and business equipment 10%-25%

Other assets 12%-20%

Assets acquired under finance leases are initially accounted for as property, plant and equipment, and the underlying liability recorded in the balance sheet, at an amount equal to the relevant fair value or, if lower, the present value of the minimum payments due under the contract. Lease payments are apportioned between the interest element, which is charged to the income statement as incurred, and the capital element, which is deducted from the financial liability.

3. Accounting standards and policies applied


Property, plant and equipment is tested for impairment, as described below in the relevant note, whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Property, plant and equipment is derecognised on disposal. Any gains or losses (determined as the difference between disposal proceeds, less costs to sell, and the carrying amount of the asset) are recognised in profit or loss in the period in which the asset is sold.

Intangible assets

Intangible assets are identifiable assets without physical substance, controlled by the entity and from which future economic benefits are expected to flow, and purchased goodwill. Identifiable intangible assets are those purchased assets that, unlike goodwill, can be separately distinguished. This condition is normally met when the intangible asset: (i) arises from a legal or contractual right, or (ii) is separable, meaning that it may be sold, transferred, licensed or exchanged, either individually or as an integral part of other assets. The asset is controlled by the entity if the entity has the ability to obtain future economic benefits from the asset and can limit access to it by others.Internally developed assets are recognised as assets to the extent that: (i) the cost of the asset can be measured reliably; (ii) the entity has the intention, the available financial resources and the technical expertise to complete the asset and either use or sell it; (iii) the entity is able to demonstrate that the asset is capable of generating future economic benefits.

Intangible assets are stated at cost which, apart from concession rights, is determined in the same manner as the cost of property, plant and equipment. The cost of concession rights is recovered in the form of payments received from road users and may include one or more of the following:a) the fair value of construction services and/or improvements carried out on behalf of the Grantor (measured as

described in the note on “Construction contracts and services in progress”) less finance-related amounts, consisting of the amount funded by government grants. In particular, the following give rise to intangible assets deriving from concession rights:1) rights received as consideration for specific obligations to provide construction services for road widening and

improvement for which the operator does not receive additional economic benefits. These rights are initially recognised at the fair value of the construction services to be provided in the future (equal to their present value, less the portion covered by grants, and excluding any financial expenses that may be incurred during provision of the services), with a contra entry of an equal amount in “Provisions for construction services required by contract”, accounted for in liabilities in the statement of financial position. In addition to the impact of amortisation, the initial value of the rights changes over time as a result of periodic reassessment of the fair value of the part of the construction services still to be rendered at the end of the reporting period (equal to their present value, less the portion covered by grants, and excluding any financial expenses that may be incurred during provision of the services;

2) rights received as consideration for construction and/or upgrade services rendered for which the operator receives additional economic benefits in the form of specific toll increases and/or significant increases in the expected number of users as a result of expansion/upgrade of the infrastructure;

b) rights to infrastructure constructed and financed by service area concession holders which have reverted free of charge to the Company on expiry of the related concessions.

Concession rights, on the other hand, are amortised over the concession term in a pattern that reflects the estimated manner in which the economic benefits embodied in the right are consumed. For this purpose, given that the Company does not expect to obtain material increases in traffic over the concession term, amortisation is calculated on a straight-line basis from the accounting period in which the rights in question begin to generate economic benefits. Amortisation of other intangible assets with finite useful lives begins when the asset is ready for use and is based on remaining economic benefits to be obtained in relation to their residual useful lives.

The bands of annual rates of amortisation used in 2015 are shown in the table below by asset class.

Intangible assets Rate of amortisation

Concession rights On the commencement of generation of economic benefits for the entity, based on the residual term of the concession (4.17% for

concessions whose amortisation commenced in 2015)

Development costs 20%-33.3%

Industrial patents and intellectual property rights 10%-33.3%

Licences and similar rights 3.3%-33.3%


Intangible assets are tested for impairment, as described below in the note on impairments and reversals, whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable.

Gains and losses on the disposal of intangible assets are determined as the difference between the disposal proceeds, less costs to sell, and the carrying amount of the asset and then recognised in profit or loss in the period in which the asset is disposed of.

Goodwill

Acquisitions of companies and business units are accounted for using the acquisition method, as required by IFRS 3. For this purpose, identifiable assets and liabilities acquired through business combinations are measured at their fair value at the acquisition date. The cost of an acquisition is measured as the fair value, at the date of exchange, of the assets acquired, liabilities assumed and any equity instruments issued by the Company in exchange for control.Goodwill is initially measured as the positive difference between the acquisition cost, plus the fair value at the acquisition date of any previous non-controlling interests held in the acquiree, and the fair value of net assets acquired. The goodwill, as measured on the date of acquisition, is allocated to each of the substantially independent cash generating units or groups of cash generating units which are expected to benefit from the synergies of the business combination. A negative difference between the cost of the acquisition, as increased by the above components, and the fair value of the net assets acquired is recognised as income in profit or loss in the year of acquisition.Goodwill on acquisitions of investments is included in the carrying amount of the relevant investment.After initial recognition, goodwill is no longer amortised and is carried at cost less any accumulated impairment losses, determined as described in the note on impairment testing. IFRS 3 was not applied retrospectively to acquisitions prior to 1 January 2004. As a result, the carrying amount of goodwill on these acquisitions is that determined under prior accounting standards, which is the net carrying amount at this date, subject to impairment testing and the recognition of any impairment losses.

Investments

Investments in subsidiaries, associates and joint ventures are accounted for at cost and include any directly related transaction costs. Impairment losses are identified in accordance with IAS 36, as described below in the note on “Impairment of assets and reversals (impairment testing)”. The impairment is reversed in the event the circumstances giving rise to the impairment cease to exist; the reversal may not exceed the original carrying amount of the investment. Provisions are made to cover any losses of an associate or joint venture exceeding the carrying amount of the investment, to the extent that the shareholder is required to comply with actual or constructive obligations to cover such losses.Investments in other companies, which qualify as available-for-sale financial instruments, as defined by IAS 39, are initially accounted for at cost at the settlement date, in that, this represents fair value, including any directly attributable transaction costs.After initial recognition, these investments are measured at fair value through the statement of comprehensive income and hence in a specific equity reserve. On realisation or recognition of an impairment loss in the income statement, the accumulated gains and losses in that reserve are taken to the income statement. Impairment losses, identified as described in the note on “Impairment of assets and reversals (impairment testing)”, are reversed through comprehensive income if the circumstances that resulted in the loss no longer exist. When fair value cannot be reliably determined, investments classified as available-for-sale are measured at cost less any impairment losses. In this case impairment losses may not be reversed.

Acquisitions or disposals of companies and/or business units between entities or businesses under common control are treated, in accordance with IAS 1 and IAS 8, on the basis of their economic substance, with confirmation of both the method of determining the purchase consideration, and of the generation of added value for all the parties involved, resulting in significant measurable changes in the cash flows generated by the assets transferred before and after the transaction. In this regard:a) in the case of the disposal of an intra-group investment, if both requirements to be confirmed are met, the difference

between the carrying amount of the investment transferred and the related purchase consideration is recognised in profit or loss. In the other cases, the difference is recognised directly in equity;

b) in the case of acquisitions of intra-group investments, such investments are recognised at cost (as defined above) when the consideration is determined on the basis of the fair value of the investment being acquired; in the other cases, the investment is accounted for at the same amount at which it was accounted for in the financial statements of the transferee.


Construction contracts and services in progress

Construction contracts are accounted for on the basis of the contract revenue and costs that can be reliably estimated with reference to the stage of completion of the contract, in accordance with the percentage of completion method, as determined by a survey of the works carried out or based on the ratio of costs incurred to total estimated costs. Contract revenue is allocated to the individual reporting periods in proportion to the stage of contract completion. Any positive or negative difference between contract revenue and any advance payments received is recognised in assets or liabilities, taking account of any impairment of the value of the completed work, in order to reflect the risks linked to the inability to recover the value of work performed on behalf of customers.In addition to contract payments, contract revenue includes changes in contract work, price reviews and claims to the extent that they can be measured reliably. Expected losses are recognised immediately in profit or loss regardless of the stage of contract completion.Revenue from construction and/or upgrade services provided to the Grantor and relating to the concessions held by certain Group companies, are recognised on a percentage of completion basis. Construction and/or upgrade service revenues, representing the consideration for services provided, are measured at fair value, calculated on the basis of the total costs incurred (consisting primarily of the cost of materials and external services, relevant employee benefits and financial expenses, and the latter only in the case of construction and/or upgrade services for which the operator receives additional economic benefits). The double entry of construction and /or upgrade service revenue is represented by financial assets deriving from concession rights and/or grants, or by intangible assets deriving from concession rights, as explained in the relevant note.

Inventories

Inventories, primarily consisting of stocks and spare parts used in the maintenance and assembly of plant, are measured at the lower of purchase or conversion costs and net realisable value obtained on their sale in the ordinary course of business. The cost of purchase is to be determined using the weighted average cost formula.

Receivables and payables

Receivables are initially recognised at fair value and subsequently measured at amortised cost, using the effective interest method, less any allowance for bad debts. The amount of the allowance is based on the present value of expected future cash flows. These cash flows take account of expected collection times, estimated realisable value, any guarantees received, and the expected costs of recovering amounts due. Impairment losses are reversed in future periods if the circumstances that resulted in the loss no longer exist. In this case, the reversal is accounted for in the income statement and may not exceed the amortised cost of the receivable had no previous impairment losses been recognised.Payables are initially recognised at cost, which corresponds to the fair value of the liability, less any directly attributable transaction costs. After initial recognition, payables are recognised at amortised cost, using the effective interest method.Trade receivables and payables, which are subject to normal commercial terms and conditions, are not discounted to present value.

Cash and cash equivalents

Cash and cash equivalents are recognised at face value and include highly liquid demand or very short-term instruments of excellent quality which are subject to an insignificant risk of changes in value.

Derivative financial instruments

All derivative financial instruments are recognised at fair value at the end of the year.As required by IAS 39, derivatives are designated as hedging instruments when the relationship between the derivative and the hedged item is formally documented and the periodically assessed effectiveness of the hedge is high and ranges between 80% and 125%.


Changes in the fair value of cash flow hedges hedging assets and liabilities (including those that are pending and highly likely to arise in the future) are recognised in the statement of comprehensive income. The gain or loss relating to the ineffective portion is recognised in profit or loss.Changes in the value of fair value hedged assets or liabilities are recognised in profit or loss for the period. Analogously, the hedged assets and liabilities are restated at fair value through profit or loss.Changes in the fair value of derivative instruments that do not qualify for hedge accounting under IAS 39 are recognised in profit or loss.

Other financial assets and liabilities

Other financial assets that the Company intends and is able to hold to maturity and other financial liabilities are recognised at the fair value of the purchase consideration at the settlement date, with assets being increased and liabilities being reduced by transaction costs directly attributable to the purchase of the assets or issuance of the liabilities. After initial recognition, financial assets and liabilities are measured at amortised cost using the original effective interest method.Financial assets and liabilities are derecognised when, following their sale or settlement, the Group is no longer involved in their management and has transferred all risks and rewards of ownership.Financial assets held for trading are recognised and measured at fair value through profit or loss. Other categories of financial asset classified as available-for-sale financial instruments are recognised and measured at fair value through comprehensive income and, consequently, in a specific equity reserve. The financial instruments in these categories have never been reclassified.Financial assets also include amounts due from public entities as grants or similar compensation relating to the construction of infrastructure (construction and/or upgrade services).

Fair value measurement and the fair value hierarchy

For all transactions or balances (financial or non-financial) for which an accounting standard requires or permits fair value measurement and which fall within the application of IFRS 13, the Group applies the following criteria:a) identification of the “unit of account”, defined as the level at which an asset or a liability is aggregated or disaggregated

in an IFRS for recognition purposes;b) identification of the principal market or, in the absence of such a market, the most advantageous market in

which the particular asset or liability to be measured could be traded; unless otherwise indicated, it is assumed that the market currently used coincides with the principal market or, in the absence of such a market, the most advantageous market;

c) definition for non-financial assets of the highest and best use of the asset; unless otherwise indicated, highest and best use is the same as the asset’s current use;

d) definition of valuation techniques that are appropriate for the measurement of fair value, maximising the use of relevant observable inputs that market participants would use when determining the price of an asset or liability;

e) determination of the fair value of assets, based on the price that would be received to sell an asset, and of liabilities and equity instruments, based on the price paid to transfer a liability in an orderly transaction between market participants at the measurement date;

f) inclusion of non-performance risk in the measurement of assets and liabilities and above all, in the case of financial instruments, determination of a valuation adjustment when measuring fair value to include, in addition to counterparty risk (CVA - credit valuation adjustment), the own credit risk (DVA - debit valuation adjustment).

Based on the inputs used for fair value measurement, a fair value hierarchy for classifying the assets and liabilities measured at fair value, or the fair value of which is disclosed in the financial statements, has been identified:a) level 1: includes quoted prices in active markets for identical assets or liabilities;b) level 2: includes inputs other than quoted prices included within level 1 that are observable, such as the following:

i) quoted prices for similar assets or liabilities in active markets; ii) quoted prices for similar or identical assets or liabilities in markets that are not active; iii) other observable inputs (interest rate and yield curves, implied volatilities and credit spreads);

c) level 3: unobservable inputs used to the extent that observable data is not available. The unobservable inputs used for fair value measurement should reflect the assumptions that market participants would use when pricing the asset or liability being measured.


Definitions of the fair value hierarchy level in which individual financial instruments measured at fair value have been classified, or for which the fair value is disclosed in the financial statements, are provided in the notes to individual components of the financial statements.There are no assets or liabilities classifiable in level 3 of the fair value hierarchy.No transfers between the various levels of the fair value hierarchy took place during the year.

The fair value of derivative financial instruments is based on expected cash flows that are discounted at rates derived from the market yield curve at the measurement date and the curve for listed credit default swaps entered by the counterparty and the Company, to include the non-performance risk explicitly provided for by IFRS 13. In the case of medium/long-term financial instruments, other than derivatives, where market prices are not available, the fair value is determined by discounting expected cash flows, using the market yield curve at the measurement date and taking into account counterparty risk in the case of financial assets and the own credit risk in the case of financial liabilities.

Provisions for construction services required by contract and other provisions

“Provisions for construction services required by contract” relate to specific contractual obligations having regard to motorway expansion and upgrading for which the operator receives no additional economic benefit. Since the performance of such obligations is treated as part of the consideration for the concession, an amount equal to the fair value of future construction services (equal to the present value of the services, less the portion covered by grants, and excluding any financial expenses that may be incurred during provision of the services) is initially recognised. The double entry is concession rights for works without additional economic benefits. The fair value of the residual liability for future construction services (equal to their present value, less the portion covered by grants, and excluding any financial expenses that may be incurred during provision of the services) is periodically reassessed and changes to the measurement of the liabilities (such as, for example, changes to the estimated cash outflows necessary to discharge the obligation, a change in the discount rate or a change in the construction period) are recognised as a matching increase or reduction in the corresponding intangible asset. Any increase in provisions to reflect the time value of money is recognised as a financial expense.Provisions are made when: (i) the Company has a present (actual or constructive) obligation as a result of a past event; (ii) it is probable that an outflow of resources will be required to settle the obligation; and (iii) the related amount can be reliably estimated.Provisions are measured on the basis of management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. If the discount to present value is material, provisions are determined by discounting future expected cash flows to their present value at a rate that reflects the market view of the time value of money. Subsequent to the computation of present value, the increase in provisions over time is recognised as a financial expense.“Provisions for the repair and replacement of motorway infrastructure” cover the liability represented by the contractual obligation to repair and replace assets to be handed over, as required by the concession arrangements entered into with the Grantor. These provisions are calculated on the basis of the usage and wear and tear of motorways at the end of the reporting period, taking into account, if material, the time value of money.

Employee benefits

Short-term employee benefits, provided during the period of employment, are recognised on an accruals basis as the accrued liability at the end of the reporting period.Liabilities deriving from medium/long-term employee benefits are recognised in the vesting period, less any plan assets and advance payments made. They are determined on the basis of actuarial assumptions and, if material, recognised on an accruals basis in line with the period of service necessary to obtain the benefit.Post-employment benefits in the form of defined benefit plans are recognised at the amount accrued at the end of the reporting period.Post-employment benefits in the form of defined benefit plans are recognised in the vesting period, less any plan assets and advance payments made. Such defined benefit plans primarily regard the obligation as determined on the basis of actuarial assumptions and recognised on an accruals basis in line with the period of service necessary to obtain the benefit. The obligation is calculated by independent actuaries. Any resulting actuarial gain or loss is recognised in full in other components of comprehensive income in the period to which it relates.


Non-current assets held for sale, assets and liabilities included in disposal groups and/or related to discontinued operations

Where the carrying amount of non-current assets held for sale, or of assets and liabilities included in disposal groups and/or related to discontinued operations is to be recovered primarily through sale rather than through continued use, these items are presented separately in the statement of financial position.Immediately prior to being classified as held for sale, each asset and liability is recognised under the specific IFRS applicable and subsequently accounted for at the lower of the carrying amount and fair value. Any impairment losses are recognised immediately in the income statement.

Disposal groups or discontinuing operations are recognised in profit or loss as discontinued operations provided when the following conditions are met:a) they represent a major line of business or geographical area of operation;b) they are part of a single coordinated plan to dispose of a separate major line of business or geographical area of

operation;c) they are subsidiaries acquired exclusively with a view to resale.

After tax gains and losses resulting from the management or sale of such operations are recognised as one amount in profit or loss with comparatives.

Revenue

Revenue is recognised when the fair value can be reliably measured and it is probable that the economic benefits associated with the transactions will flow to the Company. Depending on the type of transaction, revenue is recognised on the basis of the following specific criteria: a) toll revenue is accrued with reference to traffic volumes;b) to the extent, for sales of goods, that significant risks and rewards of ownership are transferred to the buyer;c) the provision of services is prorated to percentage of completion of work, based on the previously described criteria

used for “construction contracts and services in progress”, which also include the construction and/or upgrade services provided to the Grantor, in application of IFRIC 12. When revenue cannot be reliably determined, it is only recognised to the extent that expenses are considered to be recoverable;

d) rental income or royalties, on an accruals basis, based on the agreed terms and conditions of the contract;e) interest income (and interest expense) is calculated with reference to amount of the financial asset or liability, in

accordance with the effective interest method;f) dividend income is recognised when the right to receive payment is established.

Government grants

Government grants are accounted for at fair value when: (i) the related amount can be reliably determined and there is reasonable certainty that (ii) they will be received and that (iii) the conditions attaching to them will be satisfied. Grants related to income are accounted for in the income statement for the accounting period in which they accrue, in line with the corresponding costs.Grants received for investment in motorways and airports are accounted for as construction service revenue, as explained in the note on “Construction contracts and services work in progress”.Any grants received to fund investment in property, plant and equipment and/or intangible assets (other than concession rights) are accounted for as a reduction in the cost of the asset to which they refer and result in a reduction in depreciation.

Income taxes

Income taxes are recognised on the basis of an estimate of tax expense to be paid, in compliance with the regulations in force.


Deferred tax assets and liabilities are determined on the basis of temporary differences between the carrying amounts of assets and liabilities as in the Company’s books (resulting from application of the accounting policies described in note 3), and the corresponding tax bases (resulting from application of the tax regulations in force), as follows:a) deferred tax assets are only recognised to the extent that it is probable that future taxable profits will be available

against which the asset can be utilised;b) deferred tax liabilities are always recognised.

The parent, Atlantia SpA, operates a tax consolidation arrangement in which Autostrade per l’Italia participates. Relations between the companies are regulated by a specific contract. This contract establishes that participation in the tax consolidation arrangement may not, under any circumstances, result in economic or financial disadvantages for the participating companies compared with the situation that would have arisen had they not participated in the arrangement. Should such disadvantages arise, they are to be offset by a corresponding indemnity to be paid to the participating companies concerned.

Income tax expense is recognised in current tax liabilities in the statement of financial position, less any payments on account, and includes the portion of IRES transferred to Atlantia under the tax consolidation arrangement. Any tax credits are recognised in current tax assets.

Share-based payments

The cost of services provided by directors and/or employees remunerated through share-based incentive plans, and settled through the award of financial instruments, is based on the fair value of the rights at the grant date. Fair value is computed using actuarial assumptions and with reference to all characteristics, at the grant date (vesting period, any consideration due and conditions of exercise, etc.), of the rights and the plan’s underlying securities. The obligation is determined by independent actuaries. The cost of these plans is recognised in profit or loss, with a contra-entry in equity, over the vesting period, based on a best estimate of the number of options that will vest. In case the beneficiaries are administrators and employees of subsidiaries the cost is determined as an increase in the value of the related investment.The cost of any services provided by Directors and/or employees and remunerated through share-based payments, but settled in cash, is instead measured at the fair value of the liability assumed and recognised in profit or loss, with a contra entry in liabilities, over the vesting period, based on a best estimate of the number of options that will vest. Fair value is remeasured at the end of each reporting period until the liability is settled, with any changes recognised in profit or loss.

Impairment of assets and reversals (impairment testing)

At the end of the reporting period, the Company tests property, plant and equipment, intangible assets, financial assets and investments for impairment. If there are indications that these assets have been impaired, the recoverable amounts of such assets are estimated in order to verify and eventually measure the amount of the impairment loss. Irrespective of whether there is an indication of impairment, intangible assets with indefinite lives and those which are not yet available for use are tested for impairment at least annually, or more frequently, if an event has occurred or there has been a change in circumstances that could cause an impairment.If it is not possible to estimate the recoverable amounts of individual assets, the recoverable amount of the cash-generating unit to which a particular asset belongs is estimated.This entails estimating the recoverable amount of the asset (represented by the higher of the asset’s fair value less costs to sell and its value in use) and comparing it with the carrying amount. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount is reduced to its recoverable amount. In calculating value in use, expected future pre-tax cash flow is discounted using a pre-tax rate that reflects current market assessments of the cost of capital which embodies the time value of money and the risks specific to the business. In estimating an operating CGU’s future cash flows, after-tax cash flows and discount rates are used because the results are substantially the same as pre-tax computations. Impairments are recognised in profit or loss in a variety of classifications depending on the nature of the impaired asset. Losses are reversed if the circumstances that resulted in the loss no longer exist, provided that the reversal does not exceed the cumulative impairment losses previously recognised, unless the impairment loss relates to goodwill and investments measured at cost, where the related fair value cannot be reliably determined.


Estimates and judgements

Preparation of financial statements in compliance with IFRS involves the use of estimates and judgements, which are reflected in the measurement of the carrying amounts of assets and liabilities and in the disclosures provided in the notes to the financial statements, including contingent assets and liabilities at the end of the reporting period. These estimates are primarily used in determining amortisation and depreciation, impairment testing of assets (including the measurement of receivables), provisions, employee benefits, the fair value of financial assets and liabilities, and deferred tax assets and liabilities.The amounts subsequently recognised may, therefore, differ from these estimates. Moreover, these estimates and judgements are periodically reviewed and updated, and the resulting effects of each change immediately recognised in the financial statements.

Translation of foreign currency items

Transactions in currencies other than the functional currency are recognised by application of the exchange rate of the transaction date. Assets and liabilities denominated in currencies other than the euro are, subsequently, remeasured by application of the closing exchange rate. Any exchange differences on remeasurement are recognised in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies and recognised at historic cost are translated using the exchange rate of the date of initial recognition.

Earnings per share

Basic earnings per share is computed by dividing profit attributable to owners of the parent by the weighted average number of shares outstanding during the accounting period.Diluted earnings per share is computed by dividing profit attributable to owners of the parent by the above weighted average, also taking into account the effects deriving from the subscription, exercise or conversion of all potential shares that may be issued as a result of the exercise of any outstanding rights.

New accounting standards and interpretations, or revisions and amendments of existing standards, that have either yet to come into effect

As required by IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors”, this section describes new accounting standards and interpretations, and amendments of existing standards and interpretations that are already applicable, but that have either yet to come into effect at the reporting date, and that may in the future be applied in the Company’s financial statements:

Name of document Effective date of IASB document

Date of EU endorsement

New accounting standards and interpretations

IFRS 9 - Financial Instruments 1 January 2018 Not endorsed

IFRS 15 - Revenue from Contracts with Customers 1 January 2018 Not endorsed

Amendments to existing standards and interpretations

Amendments to IAS 1 - Disclosure Initiative 1 January 2016 December 2015

Amendments to IAS 16 and IAS 38 - Clarification of Acceptable Methods of Depreciation and Amortisation 1 January 2016 December 2015

Amendments to IAS 27- Equity Method in Separate Financial Statements 1 January 2016 December 2015

Amendments to IFRS 11 - Accounting for Acquisitions of Interests in Joint Operation 1 January 2016 November 2015

Annual Improvements to IFRSs: 2010-2012 1 February 2015 December 2014

Annual Improvements to IFRSs: 2012-2014 1 January 2016 December 2015

IFRS 9 - Financial InstrumentsIn July 2014, the IASB published the final version of IFRS 9, the standard created to replace the existing IAS 39 for the classification and measurement of financial instruments.


The standard introduces new rules for the classification and measurement of financial instruments, a new impairment model for financial assets and a new hedge accounting model.

Classification and measurementIFRS 9 envisages a single approach for the assessment and classification of all financial assets, including those containing embedded derivatives. The classification and related measurement is driven by both the business model in which the financial asset is held and the contractual cash flow characteristics of the asset.

The financial asset is measured at amortised cost subject to both of the following conditions:a) the asset is held in conjunction with a business model whose objective is to hold assets in order to collect contractual

cash flows; andb) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of

principal and interest on the principal amount outstanding.

The financial asset is measured at fair value, with any changes recognised in comprehensive income, if the objectives of the business model are to hold the financial asset to collect the contractual cash flows, or to sell it.

Finally, the standard envisages a residual category of financial asset measured at fair value through profit or loss, which includes assets held for trading.A financial asset meeting the conditions to be classified and measured at amortised cost may, on initial recognition, be designated as a financial asset at fair value through profit or loss, to the extent that this accounting treatment would eliminate or significantly reduce a measurement or recognition inconsistency (sometimes referred to as an ‘accounting mismatch’) that would otherwise arise from measuring assets or liabilities or recognising the gains and losses on them on different bases.In addition, the new standard provides that an entity may, with respect to investments in equity instruments, which consequently may not be carried and measured at amortised cost unless such instruments are shares that are not held for trading but rather for strategic reasons, make an irrevocable election on initial recognition to present changes in the fair value in comprehensive income. The new IFRS 9, on the other hand, has confirmed the provisions of IAS 39 for financial liabilities including the relative measurement at amortised cost or, in specific circumstances, at fair value through profit or loss.

The requirements of IAS 39 that have been changed are primarily:a) the reporting of changes in fair value in connection with the credit risk of certain liabilities, which IFRS 9 requires to

be recognised in comprehensive income rather than in profit or loss as movements in fair value as a result of other risks;

b) the elimination of the option to measure, at amortised cost, financial liabilities consisting of derivative financial instruments entailing the delivery of unlisted equity instruments. The consequence of the change is that all derivative financial instruments must now be recognised at fair value.

ImpairmentIFRS 9 has defined a new impairment model for financial assets, with the objective of providing the users of financial statements with more useful information about an entity’s expected losses. The model requires an entity to recognise expected credit losses at all times and to update the amount of expected losses recognised at each reporting date to reflect changes in the credit risk of the financial instruments. It is, therefore, no longer necessary to wait for evidence of a trigger event before testing for impairment and recognition of a credit loss.All financial instruments must be tested for impairment, with the exception of those measured at fair value through profit or loss.

Hedge accountingThe most important changes introduced by IFRS 9 regard:a) the extended scope of the risks eligible for hedge accounting, to include those to which non-financial assets and

liabilities are exposed, also permitting the designation of groups and net positions as hedged items, also including any derivatives;

b) the option of designating a financial instrument at fair value through profit or loss as a hedging instrument;c) the alternative method of accounting for forwards and options, when included in a hedge accounting relationship;d) changes to the method of conducting hedge effectiveness tests, following introduction of the principle of the

“economic relationship” between the hedged item and the hedging instrument; in addition, retrospective hedge effectiveness testing is no longer required;

e) the possibility of “rebalancing” an existing hedge where the risk management objectives continue to be valid.


IFRS 15 - Revenue from Contracts with CustomersOn 28 May the IASB published the new standard, IFRS 15. IFRS 15 replaces the previous IAS 18, in addition to IAS 11, regarding contract work, and the related interpretations, IFRIC 13, IFRIC 15, IFRIC 18 and SIC 31.IFRS 15 establishes the standards to follow in recognising revenue from contracts with customers, with the exception of contracts falling within the scope of application of standards governing leases, insurance contracts and financial instruments.The new standard provides an overall framework for identifying the timing and amount of revenue to be recognised in the financial statements. Based on the new standard, the amount recognised as revenue by an entity must reflect the consideration to which the entity is entitled in exchange for goods transferred to the customer and/or services rendered. This revenue is to be recognised when the entity has satisfied its performance obligations under the contract. In addition, in recognising revenue, the standard stresses the need to assess the likelihood of obtaining/collecting the economic benefits linked to the proceeds. In the case of contract work in progress, currently governed by IAS 11, the new standard introduces the requirement to recognise revenue taking into account the effect of discounting to present value resulting from the deferral of collections over time. If it is not possible to retrospectively apply the new standard, a modified approach can be used upon first-time adoption. Under this approach, the effects of application of the new standard must be recognised in opening equity at the beginning of the reporting period of first-time adoption.

Amendments to IAS 1 - Disclosure InitiativeIn December 2014, the IASB published a number of amendments to IFRS 1, in order to clarify the disclosures to be included in the notes to financial statements.

A number of changes have been made to the disclosures to be provided regarding:a) the concept of materiality, relating to the relevance of the information to be provided in financial statements;b) the items to be presented in the financial statements;c) the structure of the notes;d) the accounting policies;e) the basis of presentation in the statement of comprehensive income of profits and losses attributable to investments

accounted for using the equity method.

Given that the amendments regard the classification of items in the financial statements and the disclosures to be included in the notes, they will not have any impact on amounts in the Group’s consolidated financial statements.

Amendments to IAS 16 and IAS 38 - Clarification of Acceptable Methods of Depreciation and AmortisationIn May 2014, the IASB published a number of amendments to IAS 16 - Property, Plant and Equipment, and IAS 38 - Intangible Assets.The amendments provide clarification regarding acceptable methods of depreciation and amortisation under the above standards. Above all, whilst reiterating that the method of depreciation or amortisation used must reflect the expected pattern of consumption of the future economic benefits embodied in the asset, the amendments introduce the presumption that a revenue-based method of depreciation or amortisation is not appropriate. This is because the IASB believes that revenue generated by an asset reflects factors not directly linked to consumption of the economic benefits embodied in the asset. In the case of intangible assets, the IASB has also specified that in choosing which method of amortisation to use, the entity must take into account the predominant, limiting factors inherent in the intangible asset, and that the above presumption may only be overcome in limited circumstances, when, for example, (i) the intangible asset is expressed as a measure of revenue that can be obtained from the asset, or (ii) when it can be demonstrated that revenue and the consumption of economic benefits of the intangible asset are highly correlated.

Amendments to IAS 27 - Equity Method in Separate Financial StatementsOn 12 August 2014, the IASB published amendments to IAS 27 - Separate Financial Statements, which required an entity to disclose its investments in subsidiaries, associates and joint ventures at cost or, in accordance with IFRS 9 (or IAS 39, for entities who have yet to adopt IFRS 9), at fair value. The amendments introduce, alongside the methods of measurement already permitted in the separate financial statements, the option of measuring such investments using the equity method.

Amendments to IFRS 11 - Accounting for Acquisitions of Interests in Joint OperationsOn 6 May 2014, the IASB published a number of amendments to IFRS 11 - Joint Arrangements. The aim of the amendments is to clarify the accounting, by investors, of the acquisition of an interest in a joint operation that constitutes or contains a business.


Annual Improvements to IFRSs: 2010-2012The IASB published “Annual Improvements to IFRSs: 2010-2012 Cycle” on 12 December 2013.The principal amendments that could be relevant to the Group are:a) IFRS 2 - Share-based Payment: amendments have been made to the definitions of “vesting condition” and “market

condition” and further definitions for “performance condition” and “service condition” have been added, for the recognition of share-based benefit plans;

b) IFRS 8 - Operating Segments: the amendments require disclosure of the judgements made by management in applying the aggregation criteria for operating segments, including a description of the aggregate operating segments and the economic indicators assessed in determining if the operating segments have “similar economic characteristics”. In addition, the reconciliation of the total of the reportable segment’s assets to the entity’s total assets should only be disclosed if the total of the reportable segment’s assets is regularly provided to the chief operating decision maker.

Annual Improvements to IFRSs: 2012-2014The IASB published “Annual Improvements to IFRSs: 2012-2014 Cycle” on 25 September 2014.The principal amendments that could be relevant to the Group are:a) IFRS 7 - Financial Instruments: Disclosures: the amendments eliminate uncertainty regarding when disclosures

regarding the offsetting of financial assets and liabilities (that came into effect from accounting periods beginning on or after 1 January 2013) must be included in interim financial statements; the document clarifies that offsetting disclosures are not explicitly required for all interim financial statements. However, such disclosures may be necessary in order to meet the requirements of IAS 34, if the disclosure is material;

b) IAS 19 - Employee Benefits: the document clarifies that the high-quality corporate bonds used in estimating the discount rate for post-employment benefits should be denominated in the same currency as the benefits to be paid. The changes also establish that the depth of the market for such bonds should be assessed at currency level;

c) IAS 34- Interim Financial Statements: changes have been introduced to clarify the requirements when the required disclosures are presented in the interim financial report, but not in the interim financial statements. Such disclosures may be included by including a reference in the interim financial statements to elsewhere in the interim financial report, provided that the latter document is available to readers of the interim financial statements in the same way and at the same time as the interim financial statements.

The effect of the future application of newly issued standards and interpretations, as well as all revisions and amendments to existing standards, with the exception of those regarding IAS 1, is currently being evaluated by the Company. The impact cannot currently be reasonably estimated.


The Single Concession Arrangement executed by the Company and ANAS (whose role as Grantor was assumed by the Ministry of Infrastructure and Transport from 1 October 2012) on 12 October 2007 and approved by Law 101/2008. Its purpose is the construction and operation of the motorways for which the concession is granted. The Single Concession Arrangement terminates on 31 December 2038.Very briefly, the concession gives the Company, on the one hand, the right to retain tolls collected from motorway users, less the concession fees payable to ANAS SpA, with such tolls being revised annually based on a toll formula contained in the Single Concession Arrangement, while, on the other hand, requiring the Company to upgrade and modernise the motorway infrastructure operated under concession and provide maintenance and operating services.At the end of the concession term, the operator shall hand over the motorway operated under the concession and the related assets free of charge to the Grantor in a good state of repair and unencumbered.On 24 December 2013 the Grantor and Autostrade per l’Italia signed an Addendum to the Single Concession Arrangement. This document contained the five-yearly revision of the financial plan annexed to the Arrangement, as provided for by art. 11 of the Arrangement. The above Addendum was approved by a ministerial decree of 30 December 2013 and was registered with the Italian Court of Auditors on 29 May 2014.

On 10 December 2015, the II Addendum to the Single Concession Arrangement, which has added the Casalecchio-Northbound interchange to Autostrade per l’Italia’s investment commitments, was signed. The road will form part of the ordinary road network and is to be built by ANAS SpA, with financing to be provided by Autostrade per l’Italia SpA up to a maximum of E157,875 thousand, including around E2,275 thousand already incurred as at 31 December 2015 to cover the cost of design. The Addendum will be effective once the Minister of Infrastructure and Transport and Minister of the Economy and Finance have issued the relevant decree and it has been registered with the Court of Auditors.With regard to the existing concession, the Company is engaged in the implementation of a programme of investment in “Major Works” (including the works envisaged by the 1997 Agreement, the IV Addendum of 2002 and other investment) worth approximately E16.0 billion, including approximately E9.2 billion already completed as at 31 December 2015 (E8.5 billion as at 31 December 2014). The investment programme, which forms part of the Company’s financial plan, updated to December 2013, essentially regards the upgrade of existing motorways.

The item, “Current provisions for fines and penalties under the Single Concession Arrangement”, in the statement of financial position reflects estimated fines and penalties that may be imposed by the Grantor, in connection with alleged breaches of the concession terms and conditions and/or non-fulfilment of its obligations under Annex N of the existing Concession Arrangement. In this regard, Autostrade per l’Italia has brought four actions before Lazio Regional Administrative Court, contesting the application of fines and penalties. A detailed analysis of the provisions is contained in note 5.13, in the section “Provisions for fines and penalties under the Single Concession Arrangement”.

The following table lists the sections of motorway operated under the concession as at 31 December 2015.

Section of motorway Km in service

A1 Milan-Naples (*) 803.5

A4 Milan-Brescia 93.5

A7 Genoa-Serravalle 50.0

A8/9 Milan-lakes 77.7

A8/A26 link road 24.0

A10 Genoa-Savona 45.5

A11 Florence-Pisa North 81.7

A12 Genoa-Sestri Levante 48.7

A12 Rome-Civitavecchia 65.4

A13 Bologna-Padua 127.3

A14 Bologna-Taranto 781.4

A16 Naples-Canosa 172.3

A23 Udine-Tarvisio 101.2

A26 Genoa-Gravellona Toce 244.9

A27 Mestre-Belluno 82.2

A30 Caserta-Salerno 55.3

Total 2,854.6

(*) Including 32 km upgraded through doubling of capacity via construction of new carriageway (Variante di Valico).

4. Concession arrangement


The following notes provide information on items in the statement of financial position as at 31 December 2015. Comparative amounts as at 31 December 2014 are shown in brackets. Details of items in the consolidated statement of financial position deriving from related party transactions are provided in note 8.3.

5.1 Property, plant and equipment - E76,065 thousand (E74,791 thousand)

The following table provides details of property, plant and equipment at the beginning and end of the period, showing the original cost and accumulated depreciation at the end of the period.

E000 31/12/2015 31/12/2014


Carrying amount


Carrying amount

Property, plant and equipment 253,852 -185,305 68,547 241,331 -172,903 68,428

Investment property 17,045 -9,527 7,518 14,782 -8,419 6,363

Total property, plant and equipment 270,897 -194,832 76,065 256,113 -181,322 74,791

The balance of property, plant and equipment is substantially in line with the figure for 31 December 2014, given that additions (E21,689 thousand) were almost entirely offset by depreciation (E20,015 thousand).

The following table show changes in the various categories of property, plant and equipment during 2015, including amounts at the beginning and end of the period.

E000 31/12/2014 Carrying amount

Changes during the year 31/12/2015 Carrying amountCost Accumulated depreciation

Additions: purchases

and capitalisations

Assets entering service

Disposals Reclassifi- cations

Additions Disposals Reclassifi- cations


Land 1,175 - - - -42 - - - 1,133

Buildings 19,072 125 734 - -2,221 -1,071 - 718 17,357

Industrial and business equipment 32,916 9,936 2,537 -6,900 - -14,055 6,504 - 30,938

Other assets 11,019 5,138 - -5 - -4,499 1 - 11,654

Property, plant and equipment under construction and advance payments 4,246 6,490 -3,271 - - - - - 7,465

Total 68,428 21,689 - -6,905 -2,263 -19,625 6,505 718 68,547

Investment property

Land 369 - - - 42 - - - 411

Buildings 5,994 - - - 2,221 -390 - -718 7,107

Total 6,363 - - - 2,263 -390 - -718 7,518

Total property, plant and equipment 74,791 21,689 - -6,905 - -20,015 6,505 - 76,065

Investment property refers to certain portions of buildings and land not used in operations and leased (primarily to Atlantia Group companies). These properties are measured at cost. The fair value of these assets, estimated by independent property appraisers on the basis of the market for properties of this type, is E23,745 thousand and is higher than the related carrying amount.In 2015, these properties generated rental income of E2,431 thousand, with direct maintenance and management costs of E2,788 thousand.

5. Notes to the statement financial position


There were no changes in the expected useful lives of the assets during 2015. Property, plant and equipment as at 31 December 2015 is free of mortgages, liens or other charges restricting use.

5.2 Intangible assets - E17,750,951 thousand (E17,890,665 thousand)

The following table provides details of intangible assets at the beginning and end of the period, showing the original cost and accumulated amortisation at the end of the period.

E000 31/12/2015 31/12/2014


Carrying amount


Carrying amount

Intangible assets deriving from concession rights 16,028,172 -4,403,376 11,624,796 15,689,029 -3,924,568 11,764,461

Goodwill and other intangible assets with indefinite lives 6,111,201 - 6,111,201 6,111,201 - 6,111,201

Other intangible assets 201,653 -186,699 14,954 189,335 -174,332 15,003

Intangible assets 22,341,026 -4,590,075 17,750,951 21,989,565 -4,098,900 17,890,665

intangible assets deriving from concession rights regard the following categories:a) rights deriving from construction services for which no additional economic benefits are received, totalling

E8,331,540 thousand (E8,693,789 thousand as at 31 December 2014);b) rights deriving from construction services for which additional economic benefits are received, totalling E3,194,646

thousand (E2,974,352 thousand as at 31 December 2014);c) rights deriving from construction services carried out by service area operators, totalling E98,610 thousand

(E96,320 as at 31 December 2014). The reduction in intangible assets, amounting to E139,714 thousand, is explained in detail in the following table and is essentially due to a combination of the following changes in concession rights:a) amortisation for the year (E478,808 thousand);b) investment in construction services for which additional economic benefits are received (E333,540 thousand).


The increase of E15,090 thousand in concession rights resulted from a revision of the present value on completion of investment in construction services for which no additional benefits are received, with a matching entry in provisions for construction services required by contract. Further details are provided in note 5.12.


Changes during the year 31/12/2015 Carrying amountCost Accumulated

amortisation AdditionsAdditions:

purchases and

capitalisations


Additions/Reductions

due to changes

in present value of

contractual obligations

Additionsdue to

completion of construction

services

Reductions due to

government grants

Assets entering service


Concession rights accruing from construction services for which no additional economic benefits are received 8,693,789 - - 15,090 - -15,754 - -361,585 8,331,540

Concession rights accruing from construction services for which additional economic benefits are received 2,974,352 - - - 333,540 -310 - -112,936 3,194,646

Concession rights accruing from construction services provided by sub-operators 96,320 - 6,577 - - - - -4,287 98,610

Total 11,764,461 - 6,577 15,090 333,540 -16,064 - -478,808 11,624,796


Goodwill 6,111,198 - - - - - - - 6,111,198

Trademarks 3 - - - - - - - 3

Total 6,111,201 - - - - - - - 6,111,201


Development costs 6,655 7,338 - - - - - -6,948 7,045

Industrial patents and intellectual property rights 5,688 4,820 - - - - 3 -5,279 5,232

Concessions and licenses 722 160 - - - - - -140 742

Intangible assets under development and advance payments 1,938 - - - - - -3 - 1,935

Total 15,003 12,318 - - - - - -12,367 14,954

Intangible assets 17,890,665 12,318 6,577 15,090 333,540 -16,064 - -491,175 17,750,951

There were no changes in the expected useful lives of intangible assets during the period.

In 2015, the Company invested a total of E870,024 thousand in assets held under concession (E706,836 thousand in 2014). In accordance with IFRIC 12 and as described in note 3, operating and financial expenses in connection with those assets were recognised in income by nature, as was the fair value of construction and upgrade services rendered (classified in “Revenue from construction services” and “Use of provisions for construction services required by contract”). The following analysis shows the various components of investment in assets held under concession effected through construction services, as also shown in the statement of cash flows for the year.






Investment in assets held under concession 870,024 706,836 163,188

With regard to the recoverability of goodwill and the concession rights belonging to the Company (given the overall size of these items), the related impairment test was conducted. The related value in use was, therefore, estimated on the basis of the long-term plan drawn up by the Company, prepared on the basis of the regulatory mechanisms included in the Single Concession Arrangement, containing traffic, investment, revenue and cost projections for the full term of the concession. The use of a long-term plan covering the entirety of the concession term is deemed more appropriate than the approach provisionally suggested by IAS 36 (namely, a limited explicit projection period and the estimated terminal value), given the intrinsic nature of the motorway concession arrangement, above all with regard to the regulations governing the sector and the predetermined duration of the arrangement.

In particular the long-term plan used for the test has been prepared on the basis of the following assumptions:a) a CAGR for traffic of 1.00%;b) an average annual toll increase, linked to inflation, of 0.97%, which is 70% lower than the target inflation rate (2.00%)

for the medium term indicated in the update to the Italian government’s Economic and Finance Document for 2015;c) an average annual increase in the return on investment to be carried out of 1.15%. In this regard, a portion of this toll

increase is not recognised if the planned investment is not carried out; in this case, the other economic and financial effects of not carrying out such investment would, instead, be taken into account.

The projected after-tax cash flows for the long-term plans of the subsidiaries indicated in points a) and b) were discounted to present value using the rate of 6.14% (6.25% in 2014), representing the Company’s specific after-tax WACC. The impairment tests confirmed that the carrying amounts of the investments accounted for as at 31 December 2015 are fully recoverable.In addition to the above impairment test, sensitivity analyses were conducted on the recoverable values, increasing the above discount rates by 1%, and reducing the average annual rate of traffic growth by 1%. The results of these analyses have not, in any event, resulted in any material differences with respect to the outcomes of the above tests.

Finally, in 2015, research and development expenditure of approximately E631 thousand (E509 thousand in 2014) was charged against income. The purpose of research and development is the improvement of infrastructure, services offered, safety levels and environmental protection.

5.3 Investments - E1,535,862 thousand (E1,451,039 thousand)

The net increase of E84,823 thousand, compared with 31 December 2014, is almost entirely due to the acquisition of a 74.95% controlling interest in Società Autostrada Tirrenica at a cost of E84,262 thousand, raising the Company’s total interest to 99.93%.

The following tables show:a) amounts at the beginning and end of the period (showing the original cost and any accumulated revaluations and

impairments) for the investment held by the Company, classified by category, and the related changes during the year;

b) details of investments, showing, as well as other information, percentage interest and the relevant carrying amount as at 31 December 2015 (net of any unpaid, called-up issued capital).



Cost Accumulated (impairments)

Carrying amount

Cost Cost Impairments Cost Accumulated (impairments)

Carrying amountNew

acquisitions and

additions for consideration

Capital contributions

Reductions due to

liquidation of companies

Reductions due to capital

reductions

Increases related to

share-based payment plans


other changes

(Additions)/Reductions

Reductions due to



reductions

Reclassifi- cations and

other changes

Autostrade dell’Atlantico Srl 1,166,496 -13,659 1,152,837 - - - - - - - - - - 1,166,496 -13,659 1,152,837

Stalexport Autostrady SA 104,842 - 104,842 - - - - - - - - - - 104,842 - 104,842

Società Autostrada Tirrenica pA (1) - - - 84,262 - - 6,343 - 90,605 - 90,605

Tangenziale di Napoli SpA 54,506 - 54,506 - - - - - - - - - - 54,506 - 54,506

Telepass SpA 25,359 - 25,359 - - - - 126 - - - - - 25,485 - 25,485

Ecomouv Sas 18,917 - 18,917 - - - - - - - - - - 18,917 - 18,917

Autostrade Meridionali SpA 14,879 - 14,879 - - - - 59 - - - - - 14,938 - 14,938

Autostrade Tech SpA 6,578 -1,236 5,342 - - - - 102 - - - - - 6,680 -1,236 5,444

AD Moving SpA 3,995 - 3,995 - - - - - - - - - - 3,995 - 3,995

Infoblu SpA 3,875 - 3,875 - - - - - - - - - - 3,875 - 3,875

Società Italiana pA per il Traforo del Monte Bianco 2,318 - 2,318 - - - - - - - - - - 2,318 - 2,318

EssediEsse Società di Servizi SpA 501 - 501 - - - - - - - - - - 501 - 501


486 - 486 - - - - - - - - - - 486 - 486

Giove Clear Srl 20 - 20 - - - - - - - - - - 20 - 20

Tech Solutions Integrators Sas 2,000 -2,000 - - - - - - - - - - - 2,000 -2,000 -

Ecomouv D&B Sas (in liquidation) 375 - 375 - - -375 - - - - - - - - - -

Investments in subsidiaries (A) 1,405,147 -16,895 1,388,252 84,262 - -375 - 287 6,343 - - - - 1,495,664 -16,895 1,478,769

Pavimental SpA 9,601 - 9,601 - - - - 20 - - - - - 9,621 - 9,621

Società Infrastrutture Toscane SpA (in liquidation) 6,900 -1,182 5,718 - - - - - - 1,024 - - - 6,900 -158 6,742

Pedemontana Veneta SpA (in liquidation) 1,935 - 1,935 - - - - - - - - - - 1,935 - 1,935

Spea Engineering SpA (2) 1,707 - 1,707 - - - - 22 - - - - - 1,729 - 1,729

Bologna & Fiera Parking SpA 5,558 -4,882 676 - - - -3,746 - -813 - - 3,746 813 999 -323 676

Consorzio Autostrade Italiane Energia 29 - 29 - - - - - - - - - - 29 - 29

Società Autostrada Tirrenica pA (1) 6,343 - 6,343 - - - - - -6,343 - - - - - - -

Arcea Lazio SpA (in liquidation) (3) 703 -29 674 - - -703 - - - - 29 - - - - -

Investments in associates (B) 32,776 -6,093 26,683 - - -703 -3,746 42 -7,156 1,024 29 3,746 813 21,213 -481 20,732

Tangenziali Esterne di Milano SpA 34,514 - 34,514 - - - - - - - - - - 34,514 - 34,514

Tangenziale Esterna SpA 906 - 906 - 257 - - - - - - - - 1,163 - 1,163

Uirnet SpA 426 - 426 - - - - - - - - - - 426 - 426

Veneto Strade SpA 258 - 258 - - - - - - - - - - 258 - 258

Investments in other companies (C) 36,104 - 36,104 - 257 - - - - - - - - 36,361 - 36,361

Investments (A + B + C) 1,474,027 -22,988 1,451,039 84,262 257 -1,078 -3,746 329 -813 1,024 29 3,746 813 1,553,238 -17,376 1,535,862

(1) The investment has been reclassified to “Investments in subsidiaries” following the acquisition of a controlling interest.(2) With effect from 1 June 2015, ADR Engineering SpA was merged with and into Spea Ingegneria Europea SpA, which changed its name to Spea

Engineering SpA.(3) The company has been wound up and was struck off the companies’ register on 9 December 2015.



Cost Accumulated (impairments)

Carrying amount

Cost Cost Impairments Cost Accumulated (impairments)

Carrying amountNew

acquisitions and

additions for consideration

Capital contributions

Reductions due to



reductions

Increases related to

share-based payment plans


other changes

(Additions)/Reductions

Reductions due to



reductions

Reclassifi- cations and

other changes

Autostrade dell’Atlantico Srl 1,166,496 -13,659 1,152,837 - - - - - - - - - - 1,166,496 -13,659 1,152,837

Stalexport Autostrady SA 104,842 - 104,842 - - - - - - - - - - 104,842 - 104,842

Società Autostrada Tirrenica pA (1) - - - 84,262 - - 6,343 - 90,605 - 90,605

Tangenziale di Napoli SpA 54,506 - 54,506 - - - - - - - - - - 54,506 - 54,506

Telepass SpA 25,359 - 25,359 - - - - 126 - - - - - 25,485 - 25,485

Ecomouv Sas 18,917 - 18,917 - - - - - - - - - - 18,917 - 18,917

Autostrade Meridionali SpA 14,879 - 14,879 - - - - 59 - - - - - 14,938 - 14,938

Autostrade Tech SpA 6,578 -1,236 5,342 - - - - 102 - - - - - 6,680 -1,236 5,444

AD Moving SpA 3,995 - 3,995 - - - - - - - - - - 3,995 - 3,995

Infoblu SpA 3,875 - 3,875 - - - - - - - - - - 3,875 - 3,875

Società Italiana pA per il Traforo del Monte Bianco 2,318 - 2,318 - - - - - - - - - - 2,318 - 2,318

EssediEsse Società di Servizi SpA 501 - 501 - - - - - - - - - - 501 - 501


486 - 486 - - - - - - - - - - 486 - 486

Giove Clear Srl 20 - 20 - - - - - - - - - - 20 - 20

Tech Solutions Integrators Sas 2,000 -2,000 - - - - - - - - - - - 2,000 -2,000 -

Ecomouv D&B Sas (in liquidation) 375 - 375 - - -375 - - - - - - - - - -

Investments in subsidiaries (A) 1,405,147 -16,895 1,388,252 84,262 - -375 - 287 6,343 - - - - 1,495,664 -16,895 1,478,769

Pavimental SpA 9,601 - 9,601 - - - - 20 - - - - - 9,621 - 9,621

Società Infrastrutture Toscane SpA (in liquidation) 6,900 -1,182 5,718 - - - - - - 1,024 - - - 6,900 -158 6,742

Pedemontana Veneta SpA (in liquidation) 1,935 - 1,935 - - - - - - - - - - 1,935 - 1,935

Spea Engineering SpA (2) 1,707 - 1,707 - - - - 22 - - - - - 1,729 - 1,729

Bologna & Fiera Parking SpA 5,558 -4,882 676 - - - -3,746 - -813 - - 3,746 813 999 -323 676

Consorzio Autostrade Italiane Energia 29 - 29 - - - - - - - - - - 29 - 29

Società Autostrada Tirrenica pA (1) 6,343 - 6,343 - - - - - -6,343 - - - - - - -

Arcea Lazio SpA (in liquidation) (3) 703 -29 674 - - -703 - - - - 29 - - - - -

Investments in associates (B) 32,776 -6,093 26,683 - - -703 -3,746 42 -7,156 1,024 29 3,746 813 21,213 -481 20,732

Tangenziali Esterne di Milano SpA 34,514 - 34,514 - - - - - - - - - - 34,514 - 34,514

Tangenziale Esterna SpA 906 - 906 - 257 - - - - - - - - 1,163 - 1,163

Uirnet SpA 426 - 426 - - - - - - - - - - 426 - 426

Veneto Strade SpA 258 - 258 - - - - - - - - - - 258 - 258

Investments in other companies (C) 36,104 - 36,104 - 257 - - - - - - - - 36,361 - 36,361

Investments (A + B + C) 1,474,027 -22,988 1,451,039 84,262 257 -1,078 -3,746 329 -813 1,024 29 3,746 813 1,553,238 -17,376 1,535,862


Engineering SpA.(3) The company has been wound up and was struck off the companies’ register on 9 December 2015.


Name Registered office Number of shares/

units

Par value Capital/ Consortium fund

Interest (%) Number of shares/ units held

Profit/(Loss) for 2015

(E000) (1)

Equity as at 31/12/2015

(E000) (1)

Carrying amount (E000)

Autostrade dell’Atlantico Srl Rome 1,000,000 Euro 1.00 Euro 1,000,000 100.00% 1,000,000 5,399 621,788 1,152,837Stalexport Autostrady SA Myslowice (Poland) 247,262,023 Polish

Zloty0.75 Polish

Zloty185,446,517 61.20% 151,323,463 1,222 48,509 104,842

Società Autostrada Tirrenica p.a. (5) Rome 163,072,000 Euro 0.15 Euro 24,460,800 99.99% (7) 162,953,999 8,758 80,772 90,605Tangenziale di Napoli SpA Naples 20,945,250 Euro 5.16 Euro 108,077,490 100.00% 20,945,250 17,390 184,776 54,506Telepass SpA Rome 26,000,000 Euro 1.00 Euro 26,000,000 96.15% 25,000,000 57,205 106,622 25,485Ecomouv Sas Paris (France) 300,000 Euro 100.00 Euro 30,000,000 70.00% 210,000 -163,343 (2) 37,570 (2) 18,917Autostrade Meridionali SpA Naples 4,375,000 Euro 2.07 Euro 9,056,250 58.98% 2,580,500 9,321 119,615 14,938Autostrade Tech SpA Rome 1,120,000 Euro 1.00 Euro 1,120,000 100.00% 1,120,000 8,140 45,040 5,444AD Moving SpA Rome 1,000,000 Euro 1.00 Euro 1,000,000 100.00% 1,000,000 3 995 3,995Infoblu SpA Rome 1,000,000 Euro 5.16 Euro 5,160,000 75.00% 750,000 731 6,107 3,875Società Italiana pA per il Traforo del Monte Bianco Pré Saint Didier 3,848,000 Euro 51.65 Euro 198,749,200 51.00% 1,962,480 10,704 290,332 2,318EssediEsse Società di Servizi SpA Rome 500,000 Euro 1.00 Euro 500,000 100.00% 500,000 1,014 1,614 501Autostrade Indian Infrastructure Development Private Limited Mumbai

(Maharashtra)10,000 Indian

Rupee50.00 Indian

Rupee500,000 99.99% 9,999 301 (3) 794 (3) 486

Giove Clear Srl Rome 10,000 Euro 1.00 Euro 10,000 100.00% 10,000 517 1,894 20Tech Solutions Integrators Sas Paris (France) 2,000,000 Euro 1.00 Euro 2,000,000 100.00% 2,000,000 -11,347 -10,729 -Investments in subsidiaries (A) 1,478,769

Pavimental SpA Rome 77,818,865 Euro 0.13 Euro 10,116,452 20.00% 15,563,773 7,764 49,295 9,621Società Infrastrutture Toscane SpA (in liquidation) Florence 30,000,000 Euro 0.50 Euro 15,000,000 46.00% 13,800,000 -100 (4) 29,907 (4) 6,742Pedemontana Veneta SpA (in liquidation) Verona 12,000 Euro 500.00 Euro 6,000,000 29.77% 3,573 -151 (2) 5,840 (2) 1,935Spea Engineering SpA (6) Milan 1,350,000 Euro 5.16 Euro 6,966,000 20.00% 270,000 16,408 87,370 1,729Bologna & Fiera Parking SpA Bologna 2,715,200 Euro 1.00 Euro 2,715,200 36.81% 999,440 -2,006 (2) 2,715 (2) 676Consorzio Autostrade Italiane Energia Rome Euro - Euro 113,949 27.30% - (2) 107 (2) 29Investments in associates (B) 20,732

Tangenziali Esterne di Milano SpA Milan 293,792,811 Euro 0.75 Euro 220,344,608 13.67% 40,174,660 -224 (2) 236,258 (2) 34,514Tangenziale Esterna SpA Milan 464,945,000 Euro 1.00 Euro 464,945,000 0.25% 1,162,363 -2,548 (2) 455,013 (2) 1,163Uirnet SpA Rome 1,061 Euro 1,000.00 Euro 1,061,000 1.51% 16 9 (2) 5,089 (2) 426Veneto Strade SpA Venice 5,163,200 Euro 1.00 Euro 5,163,200 5.00% 258,160 38 (2) 6,750 (2) 258Investments in other companies (C) 36,361Investments (A + B + C) 1,535,862

(1) The figures have been taken from the latest financial statements approved by the boards of directors of each company.(2) Latest financial statements approved (31 December 2014).(3) Latest financial statements approved (31 March 2015).(4) The figures refer to 14 April 2015, the reporting date used for the accounts prepared pursuant to art. 2487-bis of the Italian Civil Code, following

the decision, approved by the Extraordinary General Meeting of shareholders of 25 March 2015 (filed with the companies register on 14 April 2015), to place the company in liquidation.


Engineering SpA.(7) On 29 December 2015, Società Autostrada Tirrenica, following authorisation by the general meeting of shareholders held on the same date,

purchased 109,600 own shares from non-controlling shareholders. Autostrade per l’Italia’s interest is, therefore, equal to 99.99% as at 31 December 2015 (the percentage interest calculated on the basis of the ratio of shares held by Autostrade per l’Italia and the subsidiary’s total shares is 99.93%).

With regard to the recoverability of the carrying amounts of investments as at 31 December 2015, the investments in Spea Engineering and Pavimental were tested for impairment, given that there was an indication of a possible impairment.In terms of the method used in carrying out the impairment tests for these two companies, which essentially provide support services to the Atlantia Group’s operators (with regard to their construction and maintenance activities), it was also considered appropriate to estimate value in use on the basis of the same period covered by the long-term plans of the operators to which they provide their services, or until 2044, without estimating the terminal value. The projected after-tax cash flows for the long-term plans of both Spea Engineering and Pavimental were discounted to present value using the rate of 6.14%, representing the companies’ specific after-tax WACC.

The impairment tests confirmed that the carrying amounts of the investments accounted for as at 31 December 2015 are fully recoverable.


Name Registered office Number of shares/

units

Par value Capital/ Consortium fund

Interest (%) Number of shares/ units held

Profit/(Loss) for 2015

(E000) (1)

Equity as at 31/12/2015

(E000) (1)

Carrying amount (E000)

Autostrade dell’Atlantico Srl Rome 1,000,000 Euro 1.00 Euro 1,000,000 100.00% 1,000,000 5,399 621,788 1,152,837Stalexport Autostrady SA Myslowice (Poland) 247,262,023 Polish

Zloty0.75 Polish

Zloty185,446,517 61.20% 151,323,463 1,222 48,509 104,842

Società Autostrada Tirrenica p.a. (5) Rome 163,072,000 Euro 0.15 Euro 24,460,800 99.99% (7) 162,953,999 8,758 80,772 90,605Tangenziale di Napoli SpA Naples 20,945,250 Euro 5.16 Euro 108,077,490 100.00% 20,945,250 17,390 184,776 54,506Telepass SpA Rome 26,000,000 Euro 1.00 Euro 26,000,000 96.15% 25,000,000 57,205 106,622 25,485Ecomouv Sas Paris (France) 300,000 Euro 100.00 Euro 30,000,000 70.00% 210,000 -163,343 (2) 37,570 (2) 18,917Autostrade Meridionali SpA Naples 4,375,000 Euro 2.07 Euro 9,056,250 58.98% 2,580,500 9,321 119,615 14,938Autostrade Tech SpA Rome 1,120,000 Euro 1.00 Euro 1,120,000 100.00% 1,120,000 8,140 45,040 5,444AD Moving SpA Rome 1,000,000 Euro 1.00 Euro 1,000,000 100.00% 1,000,000 3 995 3,995Infoblu SpA Rome 1,000,000 Euro 5.16 Euro 5,160,000 75.00% 750,000 731 6,107 3,875Società Italiana pA per il Traforo del Monte Bianco Pré Saint Didier 3,848,000 Euro 51.65 Euro 198,749,200 51.00% 1,962,480 10,704 290,332 2,318EssediEsse Società di Servizi SpA Rome 500,000 Euro 1.00 Euro 500,000 100.00% 500,000 1,014 1,614 501Autostrade Indian Infrastructure Development Private Limited Mumbai

(Maharashtra)10,000 Indian

Rupee50.00 Indian

Rupee500,000 99.99% 9,999 301 (3) 794 (3) 486

Giove Clear Srl Rome 10,000 Euro 1.00 Euro 10,000 100.00% 10,000 517 1,894 20Tech Solutions Integrators Sas Paris (France) 2,000,000 Euro 1.00 Euro 2,000,000 100.00% 2,000,000 -11,347 -10,729 -Investments in subsidiaries (A) 1,478,769

Pavimental SpA Rome 77,818,865 Euro 0.13 Euro 10,116,452 20.00% 15,563,773 7,764 49,295 9,621Società Infrastrutture Toscane SpA (in liquidation) Florence 30,000,000 Euro 0.50 Euro 15,000,000 46.00% 13,800,000 -100 (4) 29,907 (4) 6,742Pedemontana Veneta SpA (in liquidation) Verona 12,000 Euro 500.00 Euro 6,000,000 29.77% 3,573 -151 (2) 5,840 (2) 1,935Spea Engineering SpA (6) Milan 1,350,000 Euro 5.16 Euro 6,966,000 20.00% 270,000 16,408 87,370 1,729Bologna & Fiera Parking SpA Bologna 2,715,200 Euro 1.00 Euro 2,715,200 36.81% 999,440 -2,006 (2) 2,715 (2) 676Consorzio Autostrade Italiane Energia Rome Euro - Euro 113,949 27.30% - (2) 107 (2) 29Investments in associates (B) 20,732

Tangenziali Esterne di Milano SpA Milan 293,792,811 Euro 0.75 Euro 220,344,608 13.67% 40,174,660 -224 (2) 236,258 (2) 34,514Tangenziale Esterna SpA Milan 464,945,000 Euro 1.00 Euro 464,945,000 0.25% 1,162,363 -2,548 (2) 455,013 (2) 1,163Uirnet SpA Rome 1,061 Euro 1,000.00 Euro 1,061,000 1.51% 16 9 (2) 5,089 (2) 426Veneto Strade SpA Venice 5,163,200 Euro 1.00 Euro 5,163,200 5.00% 258,160 38 (2) 6,750 (2) 258Investments in other companies (C) 36,361Investments (A + B + C) 1,535,862

(1) The figures have been taken from the latest financial statements approved by the boards of directors of each company.(2) Latest financial statements approved (31 December 2014).(3) Latest financial statements approved (31 March 2015).(4) The figures refer to 14 April 2015, the reporting date used for the accounts prepared pursuant to art. 2487-bis of the Italian Civil Code, following

the decision, approved by the Extraordinary General Meeting of shareholders of 25 March 2015 (filed with the companies register on 14 April 2015), to place the company in liquidation.


Engineering SpA.(7) On 29 December 2015, Società Autostrada Tirrenica, following authorisation by the general meeting of shareholders held on the same date,

purchased 109,600 own shares from non-controlling shareholders. Autostrade per l’Italia’s interest is, therefore, equal to 99.99% as at 31 December 2015 (the percentage interest calculated on the basis of the ratio of shares held by Autostrade per l’Italia and the subsidiary’s total shares is 99.93%).

With regard to the recoverability of the carrying amounts of investments as at 31 December 2015, the investments in Spea Engineering and Pavimental were tested for impairment, given that there was an indication of a possible impairment.In terms of the method used in carrying out the impairment tests for these two companies, which essentially provide support services to the Atlantia Group’s operators (with regard to their construction and maintenance activities), it was also considered appropriate to estimate value in use on the basis of the same period covered by the long-term plans of the operators to which they provide their services, or until 2044, without estimating the terminal value. The projected after-tax cash flows for the long-term plans of both Spea Engineering and Pavimental were discounted to present value using the rate of 6.14%, representing the companies’ specific after-tax WACC.

The impairment tests confirmed that the carrying amounts of the investments accounted for as at 31 December 2015 are fully recoverable.


In addition to the above impairment test, sensitivity analyses were conducted on the recoverable values, increasing the above discount rate by 1%. The results of these analyses have not, in any event, resulted in any material differences with respect to the outcomes of the above tests.

In addition to the above, the carrying amounts of the investments in Autostrade dell’Atlantico, Stalexport Autostrady and Società Autostrada Tirrenica are significantly higher that the respective shares of equity. However, this does not represent an indication of a potential impairment, as the carrying amount is deemed to be fully recoverable, based on the estimated present value of these companies’ future net operating cash flows, or of the operators they control.

With regard to the carrying amount of zero attributed to the investment in Tech Solution Integrators as at 31 December 2015, note 5.13 provides details of the accounting effects resulting from the company’s liquidation via the “universal transfer” to the Company of all the assets and liabilities.

5.4 Financial assets (non-current) - E595,188 thousand (E362,541 thousand) (current) - E129,927 thousand (E353,877 thousand)

The following analysis shows the composition of financial assets at the beginning and end of the period, together with the current and non-current portions.

E000 31/12/2015 31/12/2014

Carrying amount

Current portion

Non-current portion

Carrying amount

Current portion

Non-current portion

Financial assets deriving from concession rights (1)

235,839 59,855 175,984 197,182 65,680 131,502

Term deposits (2) 234,062 57,746 176,316 234,062 62,271 171,791

Derivative assets (3) 36 36 - 1,034 1,034 -

Medium/long-term loans (1) 241,287 6,910 234,377 124,955 81,805 43,150Other loans and receivables (1) 4,039 2,952 1,087 15,095 14,055 1,040Staff loans (1) 8,877 1,475 7,402 9,203 2,739 6,464Non-current prepayments (1) 145 123 22 8,714 120 8,594Other medium/long-term financial assets

254,348 11,460 242,888 157,967 98,719 59,248

Short-term loans (1) 122 122 - 116,667 116,667 -Other financial assets (1) 708 708 - 9,506 9,506 -Other current financial assets 830 830 - 126,173 126,173 -Financial assets 725,115 129,927 595,188 716,418 353,877 362,541

(1) These assets include financial instruments primarily classified as “loans and receivables” under IAS 39. The carrying amount is equal to fair value.(2) These assets have been classified as “available-for-sale” financial instruments and in level 2 of the fair value hierarchy. The carrying amount is

equal to fair value.(3) These assets primarily include derivative financial instruments classified as hedges under level 2 of the fair value hierarchy.

Financial assets deriving from government grants include amounts payable by the Grantor, third parties or other government entities as grants payable for construction services carried out. The increase of E38,657 thousand compared with 31 December 2014 is essentially due to the recognition of grants accruing during the period (E56,021 thousand), less amounts collected during the period (E17,679 thousand), primarily consisting of grants for the Apennine stretch of the A1 between Florence and Bologna.

Term bank deposits are essentially blocked cash reserve accounts. They primarily relate to loans disbursed by banks as a condition precedent for the grants financing the new construction required by laws 662/1996, 345/1997 and 135/1997, relating to the Variante di Valico and the upgrade of the motorway interchange serving Florence. The balances on the accounts may not be withdrawn until such time as the Grantor specifically approves the substantial completion of the works and the stage of completion.The current portion as at 31 December 2015, totalling E57,746 thousand, represents the sum expected to be released within 2016.


Derivative assets consist of the fair value of certain trading derivatives of non-hedge accounting, totalling E36 thousand, details of which are provided in note 7.2.

Other medium/long-term financial assets primarily include the loan granted to the subsidiary, Società Autostrada Tirrenica (E190,000 thousand, a fixed rate of 6.3% and maturing on 30 September 2020) and the loan granted to the subsidiary, Tangenziale di Napoli (E43,150 thousand). After stripping out the new medium/long-term loan, this item is down E93,619 thousand, essentially following collection of the amount due from Ecomouv (E73,006 thousand), reflecting the French government’s payment to this company of compensation for terminating the Partnership Agreement relating to the Eco-Taxe project, and Toto Holding’s payment of the remaining amount due (E13,798 million), recognised in 2011 following the sale of 58% of Strada dei Parchi.Current financial assets are down E125,343 thousand on 31 December 2014 (E126,173 thousand), primarily due to repayment (E116,667 thousand) of a loan by the subsidiary, Società Autostrada Tirrenica, following signature of the above-mentioned new medium/long-term line of credit.

No evidence of impairment was found for any of the financial assets reported in the financial statements.

5.5 Other non-current assets - E269 thousand (E269 thousand)

This item, the value of which is in line with the figure for 31 December 2014, includes amounts due from the Municipality of Rome following work on the enlargement of one of the car parks outside the Via Bergamini offices.

5.6 Trading assets - E509,063 thousand (E497,930 thousand)

Trading assets consist of:a) inventories of E38,919 thousand (E36,536 thousand as at 31 December 2014), primarily relating to stocks and

spare parts used in motorway maintenance or the assembly of machinery;b) contract work in progress of E4,204 thousand (E3,697 thousand as at 31 December 2014), connected to work

carried out for the Grantor, in this case a customer;c) trade receivables of E465,940 thousand (E457,697 as at 31 December 2014), which consist of the following.

E000 31/12/2015 31/12/2014

Trade receivables due from:

Customers 247,584 233,216

Sub-operators at motorway service areas 103,246 94,883

Sundry customers 108,718 112,853

Gross trade receivables 459,548 440,952


Other trading assets 50,721 69,650

Net trade receivables 465,940 457,697

The increase in trade receivables, amounting to E8,243 thousand, reflects:1) an increase in receivables due from motorway customers, totalling E26,910 thousand, reflecting positive traffic

trends on the network under operation, partially offset by a reduction of E12,542 thousand in unpaid tolls, largely attributable to the cancellation of amounts that are over 5 years past due and have already been written off in previous years;

2) an increase in amounts due from service area sub-operators, totalling E8,363 thousand, essentially due to the issue of invoices, totalling E8,024 thousand, linked to the handover of free of charge works carried out by sub-operators at service areas, for which the former operators will issue invoices payable of the same amount, to be recognised in trade receivables, in order to carry out the related offset;

3) a reduction of E18,929 thousand in other trading assets, reflecting reduced prepayments to suppliers for services provided during the year (E16,379 thousand);

4) a reduction in the allowance for bad debts for trade receivables, amounting to E8,576 thousand, largely due to use of the provisions for the above receivable to be cancelled, partially offset by impairments recognised during the year, as described in note 6.12.


The following table shows an ageing schedule for trade receivables.

E000 Total receivables 31/12/2015

Total not yet due

More than 90 days overdue

Between 90 and 365 days

overdue

More than 1 year

overdue

Trade receivables 459,548 355,180 23,413 12,143 68,812

Overdue receivables regard uncollected and unpaid tolls, in addition to royalties due from service area operators and sales of other goods and services, such as agreements relating to authorisations to cross motorways and sales of proprietary services and goods.

The following table shows movements in the allowance for bad debts for trade receivables during the year, determined with reference to the management and measurement of receivables and historical data regarding losses on receivables, also taking into account guarantee deposits and other collateral given by customers.

E000 31/12/2014 Additions Uses 31/12/2015

Allowance for bad debts 52,905 7,699 -16,275 44,329

The carrying amount of trade receivables approximates to fair value.

5.7 Cash and cash equivalents- E2,422,343 thousand (E1,265,207 thousand)

This item includes:a) cash, totalling E1,708,381 thousand (E494,339 thousand as at 31 December 2014), essentially relating to

demand bank deposits;b) cash equivalents, totalling E340,074 thousand (E352,718 thousand as at 31 December 2014), which primarily

regard bank deposits convertible within the short term;c) the balance receivable on current accounts with Atlantia Group companies, totalling E373,888 thousand (E418,150

thousand as at 31 December 2014), taking account of the centralised treasury management service provided by the Company.

The increase in cash and cash equivalents, amounting to E1,157,136 thousand, is essentially due to cash generated from operating activities and the new bond issues in 2015, partially offset by capital expenditure during the year and partial early repayment of medium/long-term loans granted by Atlantia, as described in note 6.16.

Detailed explanations of the cash flows resulting in the increase in cash in 2015 are contained in note 7.1.

5.8 Current tax assets and liabilities Current tax assets - E31,470 thousand (E17,143 thousand) Current tax liabilities - E- (E21,069 thousand)

Current tax assets and liabilities at the beginning and end of the period are detailed below.

E000 Current tax assets Current tax liabilities

31/12/2015 31/12/2014 31/12/2015 31/12/2014

IRES 16,864 17,040 - 21,069

IRAP 14,606 103 - -

Total 31,470 17,143 - 21,069


The Company participates in the tax consolidation arrangement headed by Atlantia, with the balance for current IRES accounted for in amounts due to and from the consolidating entity.

The balance of current tax assets as at 31 December 2015 essentially consists of:a) the amount due from the parent, Atlantia, totalling E18,597 thousand. This reflects application for a refund of IRES

following the non-deductibility of IRAP on staff costs in the four-year period 2008-2011, in accordance with the provisions of Law 44 of 26 April 2012 and the tax authorities’ ruling of 17 December 2012;

b) refundable IRAP, amounting to E14,606 thousand, deriving from the fact that payments on account are in excess of the amount payable for this tax for 2015;

c) the amount due from Sintonia, totalling E5,702 thousand, following an application for a refund of IRES following the non-deductibility of IRAP on staff costs for 2007, in accordance with the description in point a) above;

d) the amount payable to Atlantia as the balance due for IRES for the current year, totalling E6,587 thousand, and E1,796 thousand for the previous year.

The improvement in the net current tax assets compared with 31 December 2014, amounting to E35,396 thousand, essentially reflects:a) payment of the balance of IRES due for the previous year (E37,659 thousand);b) the fact that payments on account during the year (E242,058 thousand) were greater than income tax expense for

the year (E234,058 thousand);c) collection (E10,498 thousand) of the amount due from Sintonia, following a request for a refund of IRES for

deductible IRAP, in accordance with article 6 of Law 2 of 28 January 2009, having participated in the tax consolidation arrangement headed by the former consolidating entity for the tax years 2004-2007.

5.9 Other current assets - E121,149 thousand (E121,304 thousand)

This item consists of receivables and other current assets that are not eligible for classification as trading or financial. The composition of this item is shown below.

E000 31/12/2015 31/12/2014

Receivables due from end users and insurance companies for damages 23,923 30,845

Receivable from public entities 7,937 2,792

Receivables from social security institutions 844 482

Payments on account and other sundry receivables 94,984 95,011

127,688 129,130


Other current assets 121,149 121,304

The balance is substantially in line with the figure for 31 December 2014.

The allowance for bad debts for other current assets entirely refers to estimated losses on amounts due from road users and insurance companies to cover damage to the motorway infrastructure managed by the Company.

5.10 Non-current assets held for sale or related to discontinued operations - E4,271 thousand (E4,271 thousand) Liabilities related to discontinued operations - E- (-)

This item solely regards the remaining 2% interest in Strada dei Parchi, which is subject to a call/put option with the counterparty Toto Costruzioni Generali. Exercise of the option is subject to the completion of certain works required by Strada dei Parchi’s Single Concession Arrangement.


5.11 Equity - E2,565,608 thousand (E2,268,554 thousand)

Issued capital is fully subscribed and paid and consists of 622,027,000 ordinary shares of a par value of E1 each, amounting to a total of E622,027 thousand. This figure did not undergo any changes in 2015.

The increase of E297,054 thousand in equity essentially reflects a combination of the following:a) comprehensive income for 2015 of E962,761 thousand, consisting of profit for the year of E954,953 thousand

and other comprehensive income (totalling E7,808 thousand, as described below);b) payment of the final dividend for 2014 and of the interim dividend for 2015, both totalling E335,273 thousand

(E0.539 per share).

Autostrade per l’Italia aims to manage its capital in order to create value for shareholders, ensure the Company remains a going concern, safeguard the interests of stakeholders and guarantee efficient access to external sources of funding to adequately support the growth of the Company’s businesses and fulfil the commitments given in concession arrangements.

The table below shows an analysis of issued capital and equity reserves, showing their permitted uses and distributable amounts.

Description Balance as at 31/12/2015

(E000)

Permitted uses (A, B, C) (*)

Available portion

(E000)

Uses between 01/01/2012-31/12/2015

To cover losses

For other reasons

Issued capital 622,027 B - - -

Share premium reserve 216,070 A, B, C 216,070 - -

Legal reserve 124,406 B - - -

Cash flow hedge reserve (1) -247,413 -247,413

Extraordinary reserve 1,196,339 A, B, C 1,196,339 - -

Reserve for actuarial gains and losses on post-employment benefits (1)

-14,260 -14,260

Other reserves (1) (2) -384,760 -384,760

Retained earnings 433,519 A, B, C 433,519 - -

Other reserves and retained earnings 1,230,838 A, B, C - -

Other reserves and retained earnings (3) 1,323,901

Total 1,945,928 1,199,495 - -

of which:

– Non-distributable (4) 7,045

– Distributable 1,192,450

(*) Key:A: capital increasesB: to cover lossesC: shareholder distributions

Notes:(1) Reserves with negative balances are included in computation of the available portion.(2) Of which:

a) €-962,198 thousand in the “IFRIC 12 reserve”;b) €568,638 thousand in the “IFRS transition reserve”;c) €8,800 thousand in the “Reserve for share-based incentive plans”.

(3) As a result of article 109, paragraph 4, letter b of the Consolidated Income Tax Act (abrogated by Law 244 of 24 December 2007 and replaced, without retroactive effect, by article 103, paragraph 3-bis), the sum of €557,858 thousand is taxable if distributed to shareholders, unless there are sufficient reserves. The new legislation has abolished all restrictions on the distribution of equity reserves imposed by tax legislation arising in connection with the amortisation of trademarks and goodwill. As a result, there should be no increase in the amount of dividends subject to additional taxation.

(4) This represents the undistributable portion to cover unamortised development costs.


Other comprehensive income

The section “Financial statements” includes the “Statement of comprehensive income”, which includes other comprehensive income, after the related taxation.

The following table shows the before and after tax amounts of this other comprehensive income.

E000 2015 2014

Profit for the year (A) 954,953 703,531

Fair value gains/(losses) on cash flow hedges 20,916 -135,113

Tax effect on fair value gains/(losses) on cash flow hedges -14,670 37,156

Other comprehensive income for the year reclassifiable to profit or loss after the related taxation (B) 6,246 -97,957

Gains/(losses) from actuarial valuations of provisions for employee benefits 4,443 -12,517

Tax effect on gains/(losses) from actuarial valuations of provisions for employee benefits -1,221 3,442

Other comprehensive income for the year not reclassifiable to profit or loss after the related taxation (C) 3,222 -9,075

Reclassifications of cash flow hedge reserve measured at fair value to profit or loss -1.660 -

Reclassifications of other components of comprehensive income to profit or loss for the year (D) -1,660 -

Total other comprehensive income/(loss) for the year after the related taxation (E = B + C + D) 7,808 -107,032

Comprehensive income for the year (A + E) 962,761 596,499

“Total other comprehensive income for the year, after the related taxation” reflects the following:a) the value of cash flow hedges is based on the combined effect of:

1) a reduction of E35,051 thousand in fair value losses, after the related taxation, on cash flow hedges, essentially due to the settlement of differentials during the year, in addition to an increase in interest rates as at 31 December 2015, compared with 31 December 2014;

2) the recognition of fair value gains, after the related taxation, of E18,705 thousand, resulting from the unwinding of Forward-Starting Interest Rate Swaps at the time of the bond issue in June 2015;

3) the recognition of fair value losses of E38,136 thousand, after the related taxation, on the new Forward-Starting Interest Rate Swaps hedging financial liabilities to be assumed through to the end of 2017, reflecting the decline in the relevant interest rates in the second half of 2015;

4) the negative impact on deferred taxation, amounting to E9,374 thousand, of the reduction in the IRES rate from 2017 introduced by the 2016 Stability Law (Law 208/2015);

b) actuarial gains on provisions for employee benefits, after the related taxation, essentially due to an increase in the discount rate used at the measurement date of 31 December 2015, compared with the rate used as at 31 December 2014, as described in note 5.13;

c) the reclassification to profit or loss of the portion of the cash flow hedge reserve that takes account, as indicated in point a) 2), of the accrued amount for the year and relating to the flows generated by interest on the above bond issue.

The comparative amounts for points a) 1) and b), as at 31 December 2014, were, in both cases, measured on the basis of specific rates that were lower than those applied as at 31 December 2013.



Provisions for construction services required by contract represent the residual present value of motorway infrastructure construction and/or upgrade services that the Company is required to provide through to the end of the term of the Single Concession Arrangement (31 December 2038). Provision of the services does not result in additional economic benefits in terms of specific toll charge increases and/or significant increases in traffic.


E000 31/12/2014 Changes during the year 31/12/2015

Carrying amount

Non-current portion

Current portion

Changes due to revised




Government grants accrued on

completed works

Carrying amount

Non-current portion

Current portion

Upgrade of Florence-Bologna section 1,587,403 1,265,464 321,939 2,906 5,903 -373,394 39,957 1,262,775 1,025,823 236,952

Third and fourth lanes 11,776 11,776 - 417 38 -728 - 11,503 9,048 2,455

Other construction services 2,549,478 2,377,325 172,153 11,767 20,145 -162,362 - 2,419,028 2,229,652 189,376

Provisions for construction services required by contract 4,148,657 3,654,565 494,092 15,090 26,086 -536,484 39,957 3,693,306 3,264,523 428,783

The reduction in these provisions amounts to E455,351 thousand and essentially reflects the use of provisions for construction services completed in 2015 and for which no additional benefits are received (E496,527 thousand, net of the related government grants).

The following should also be noted:a) finance-related provisions (E26,086 thousand), being the double entry to the financial expenses accruing in

connection with discounting to present value, recognised in the income statement;b) revision of the present value of future construction services, with a matching increase in intangible assets deriving

from concession rights (E15,090 thousand), including E715 thousand due to the impact of movements in the current and future interest rates used as at 31 December 2015, compared with those used as at 31 December 2014.

5.13 Provisions (non-current) - E1,013,063 thousand (E926,536 thousand) (current) - E188,700 thousand (E341,170 thousand)

The following table shows details of provisions by type, showing the non-current and current portions.

E000 31/12/2015 31/12/2014

Carrying amount

Non-current portion

Current portion

Carrying amount

Non-current portion

Current portion


Provisions for repair and replacement of motorway infrastructure 1,042,302 912,933 129,369 1,080,163 812,039 268,124

Provisions for the risk of fines and penalties under the Single Concession Arrangement 3,140 - 3,140 2,141 - 2,141

Provisions for tax risk 1,837 - 1,837 1,744 - 1,744

Provisions for impairment of Tech Solution Integrators in excess of carrying amount - - - 4,673 - 4,673

Provisions for universal transfer from Tech Solution Integrators 5,804 - 5,804 - - -

Sundry provisions 34,585 - 34,585 51,342 - 51,342

Other provisions 42,226 - 42,226 57,759 - 57,759

Provisions 1,201,763 1,013,063 188,700 1,267,706 926,536 341,170



Provisions for construction services required by contract represent the residual present value of motorway infrastructure construction and/or upgrade services that the Company is required to provide through to the end of the term of the Single Concession Arrangement (31 December 2038). Provision of the services does not result in additional economic benefits in terms of specific toll charge increases and/or significant increases in traffic.



Carrying amount

Non-current portion

Current portion

Changes due to revised




Government grants accrued on

completed works

Carrying amount

Non-current portion

Current portion

Upgrade of Florence-Bologna section 1,587,403 1,265,464 321,939 2,906 5,903 -373,394 39,957 1,262,775 1,025,823 236,952

Third and fourth lanes 11,776 11,776 - 417 38 -728 - 11,503 9,048 2,455

Other construction services 2,549,478 2,377,325 172,153 11,767 20,145 -162,362 - 2,419,028 2,229,652 189,376

Provisions for construction services required by contract 4,148,657 3,654,565 494,092 15,090 26,086 -536,484 39,957 3,693,306 3,264,523 428,783

The reduction in these provisions amounts to E455,351 thousand and essentially reflects the use of provisions for construction services completed in 2015 and for which no additional benefits are received (E496,527 thousand, net of the related government grants).

The following should also be noted:a) finance-related provisions (E26,086 thousand), being the double entry to the financial expenses accruing in

connection with discounting to present value, recognised in the income statement;b) revision of the present value of future construction services, with a matching increase in intangible assets deriving

from concession rights (E15,090 thousand), including E715 thousand due to the impact of movements in the current and future interest rates used as at 31 December 2015, compared with those used as at 31 December 2014.

5.13 Provisions (non-current) - E1,013,063 thousand (E926,536 thousand) (current) - E188,700 thousand (E341,170 thousand)

The following table shows details of provisions by type, showing the non-current and current portions.

E000 31/12/2015 31/12/2014

Carrying amount

Non-current portion

Current portion

Carrying amount

Non-current portion

Current portion


Provisions for repair and replacement of motorway infrastructure 1,042,302 912,933 129,369 1,080,163 812,039 268,124

Provisions for the risk of fines and penalties under the Single Concession Arrangement 3,140 - 3,140 2,141 - 2,141

Provisions for tax risk 1,837 - 1,837 1,744 - 1,744

Provisions for impairment of Tech Solution Integrators in excess of carrying amount - - - 4,673 - 4,673

Provisions for universal transfer from Tech Solution Integrators 5,804 - 5,804 - - -

Sundry provisions 34,585 - 34,585 51,342 - 51,342

Other provisions 42,226 - 42,226 57,759 - 57,759

Provisions 1,201,763 1,013,063 188,700 1,267,706 926,536 341,170




Changes during the year Changes during the year 31/12/2015 Carrying amountOperating

provisionsFinancial

provisionsDeferred actuarial

gains/(losses) recognised in

comprehensive income

Reductions due to post employment

benefits and advances

Reductions due to reversal of

overprovisions

Transfers (to)/from other

companies

Uses

Direct Indirect

Provisions for employee benefits 127,643 253 1,116 -4,443 -10,287 -187 - 114,095

Provisions for repair and replacement of motorway infrastructure 1,080,163 279,495 16,094 - - - - - -333,450 1,042,302

Provisions for the risk of fines and penalties under the Single Concession Arrangement

2,141 999 - - - - - - - 3,140

Provisions for tax risk 1,744 401 - - - - - -308 - 1,837

Provisions for impairment of Tech Solution Integrators in excess of carrying amount

4,673 - - - - -4,673 - - - -

Provisions for universal transfer from Tech Solution Integrators - 5,804 - - - - - - - 5,804

Sundry provisions 51,342 -4,636 - - - -1,488 - -10,633 - 34,585

Other provisions 57,759 1,569 - - - -6,161 - -10,941 - 42,226

Provisions 1,267,706 282,316 17,210 -4,443 -10,287 -6,161 -187 -10,941 -333,450 1,201,763



The reduction of E13,548 thousand essentially reflects the following:a) uses of provisions amounting to E10,287 thousand for benefits and advances paid;b) actuarial gains of E4,443 thousand recognised in comprehensive income, including E3,694 thousand in actuarial

gains resulting from changes in the financial assumptions used, essentially reflecting the increase in the discount rate used for measurement as at 31 December 2015 (1.39%), compared with 31 December 2014 (0.91%) and E749 thousand in actuarial gains deriving from changes in the rate with which advances are paid and in the annual turnover rate.




Changes during the year Changes during the year 31/12/2015 Carrying amountOperating

provisionsFinancial

provisionsDeferred actuarial

gains/(losses) recognised in

comprehensive income

Reductions due to post employment

benefits and advances

Reductions due to reversal of

overprovisions

Transfers (to)/from other

companies

Uses

Direct Indirect

Provisions for employee benefits 127,643 253 1,116 -4,443 -10,287 -187 - 114,095

Provisions for repair and replacement of motorway infrastructure 1,080,163 279,495 16,094 - - - - - -333,450 1,042,302

Provisions for the risk of fines and penalties under the Single Concession Arrangement

2,141 999 - - - - - - - 3,140

Provisions for tax risk 1,744 401 - - - - - -308 - 1,837

Provisions for impairment of Tech Solution Integrators in excess of carrying amount

4,673 - - - - -4,673 - - - -

Provisions for universal transfer from Tech Solution Integrators - 5,804 - - - - - - - 5,804

Sundry provisions 51,342 -4,636 - - - -1,488 - -10,633 - 34,585

Other provisions 57,759 1,569 - - - -6,161 - -10,941 - 42,226

Provisions 1,267,706 282,316 17,210 -4,443 -10,287 -6,161 -187 -10,941 -333,450 1,201,763



The reduction of E13,548 thousand essentially reflects the following:a) uses of provisions amounting to E10,287 thousand for benefits and advances paid;b) actuarial gains of E4,443 thousand recognised in comprehensive income, including E3,694 thousand in actuarial

gains resulting from changes in the financial assumptions used, essentially reflecting the increase in the discount rate used for measurement as at 31 December 2015 (1.39%), compared with 31 December 2014 (0.91%) and E749 thousand in actuarial gains deriving from changes in the rate with which advances are paid and in the annual turnover rate.


The most important actuarial assumptions used to measure the provision for post-employment benefits at 31 December 2015 are summarised below.

Financial assumptions

Annual discount rate (1) 1.39%

Annual inflation rate 1.50% for 2016

1.80% for 2017

1.70% for 2018

1.60% for 2019

2.00% from 2020 on

Annual rate of increase in post-employment benefits 2.625% for 2016

2.850% for 2017

2.775% for 2018

2.700% for 2019

3.000% from 2020 on

Annual rate of increase in real salaries 0.65%

Annual turnover rate 0.75%

Annual rate for advances paid 2.5%

Duration (years) 8.3

(1) The annual discount rate is used to determined the present value of the obligation and was, in turn, determined with reference to the average yield curve taken from the Iboxx Eurozone Corporate AA on the valuation date for durations of 7-10 years which reflect the overall duration of the provisions.

Demographic assumptions

Mortality Government General Accounting Office projections

Disability INPS tables by age and gender

Retirement age Mandatory state pension retirement age

The following table shows a sensitivity analysis of provisions for post-employment benefits for each actuarial assumption at the end of 2015, indicating the effects on the defined benefit obligation of reasonably possible changes in the actuarial assumptions used at that date.

E000 Sensitivity analysis as at 31/12/2015 - Change in actuarial assumption

Turnover rate Inflation rate Discount rate

+1% -1% +0.25% -0.25% +0.25% -0.25%

Balance of post-employment benefits 113,639 114,590 115,376 112,832 112,072 116,177

PROVISIONS FOR REPAIR AND REPLACEMENT OF MOTORWAY INFRASTRUCTURE (non-current) - E912,933 thousand (E812,039 thousand) (current) - E129,369 thousand (E268,124 thousand)

This item regards the present value of provisions for the repair and replacement of assets operated under concession, in accordance with the arrangement entered into with the Grantor and designed to ensure the serviceability and safety of the assets.

The provisions are down E37,861 thousand on 31 December 2014, primarily reflecting a combination of the following:a) uses (E333,450 thousand) in connection with repairs and replacements carried out during the period;b) operating provisions (E279,495 thousand, also taking into account the positive impact of E54,979 thousand

relating to the increase in the rate used as at 31 December 2015 to discount future commitments, with respect to the rate used as at 31 December 2014);

c) financial provisions (E16,094 thousand).


PROVISION FOR FINES AND PENALTIES UNDER THE SINGLE CONCESSION ARRANGEMENT (current) - E3,140 thousand (E2,141 thousand)

The value of these provisions as at 31 December 2015 consists of:a) the total amount of E1,451 thousand for penalties imposed (or that could be imposed based on the alleged

breaches) by the Grantor pursuant to Annex N of the Single Concession Arrangement. These penalties for breach of contract, which are cumulative for the years from 2009 to 2014, relate to failure to meet the requirements of the Annual Audit Plan required under the Arrangement;

b) the total amount of E1,689 thousand for penalties or fines imposed in relation to snow events e or disruption to traffic. This amount primarily regards:1) penalties imposed by the Grantor on 22 November 2011 for disruption to traffic caused by snow on the A1 Milan-

Naples motorway near Florence (E484 thousand) and the Pescara-Vasto section of the A14 motorway (E96 thousand) in December 2010. The amount of the penalties, computed with reference to the formula provided in Annex N of the Single Concession Arrangement;

2) a penalty imposed by the Grantor on 10 December 2015, amounting to E959 thousand, as a result of disruption to traffic on 5 and 6 February 2015 on the A1, A13 and A14 motorways due to snowfall.

The Company is contesting a number of the above penalties before Lazio Regional Administrative Court and the related judgements are pending.

Further information on significant legal and regulatory aspects is provided in note 8.5.

OTHER PROVISIONS (current) - E42,226 thousand (E57,759 thousand)

These provisions primarily relate to potential contingencies and liabilities that could arise in connection with pending litigation at the end of the period, including the estimated expenses provisioned for contract reserves relating to contractors who carry out maintenance work. The overall balance is down E15,533 thousand on the figure for 31 December 2014, primarily due to:a) uses of E10,941 thousand, primarily following the settlement of disputes with a number of service area operators

(My Chef SpA and Chef Express SpA, amounting to E10,399 thousand);b) an improvement in estimated provisions for the year, amounting to E4,235 thousand, primarily due to

developments in a number of disputes regarding maintenance contracts for certain sections of motorway, totalling E9,267 thousand, partially offset (E3,931 thousand) by new provisions for disputes relating to compensation for damages;

c) the net provisions linked to the expected liquidation of the subsidiary, Tech Solution Integrators (TSI), amounting to E1,131 thousand. In December 2015, the Company’s Board of Directors approved the subsidiary’s liquidation via the “universal transfer” to the Company of all the assets and liabilities (as provided for in French law governing the voluntary liquidation of companies with a sole shareholder). Whilst awaiting approval from TSI’s shareholders, expected in 2016, the Company has recognised:1) provisions for additional expenses in connection with the net liabilities to be transferred from TSI, amounting to

E5,804 thousand, as described in note 6.9;2) a reversal, amounting to E4,673 thousand, of the impairment, in excess of the carrying amount of the investment

in TSI, recognised in 2014, given that the subsidiary’s losses no longer have to be covered via a capital injection, as described in note 6.13.

Finally, the impairment of trade receivables due to the Company from TSI, amounting to a total of E4,531 thousand, is described in note 6.12.

Further details of developments in disputes pending as at 31 December 2015 are provided in note 8.5.



MEDIUM/LONG-TERM FINANCIAL LIABILITIES (non-current) - E12,076,225 thousand (E11,525,508 thousand) (current) - E1,307,645 thousand (E618,903 thousand)

The following two tables provide an analysis of medium/long-term financial liabilities, showing:a) an analysis of the balance by face value and maturity (current and non-current portions), showing transactions with

the parent, Atlantia:

E000 31/12/2015 Maturity 31/12/2014


Current portion

Non-current portion

Between 13 and 60 months

After 60 months Face value Carrying amount

Current portion

Non-current portion

Bond 2015-2023 750,000 732,921 - 732,921 - 732,921 - - - -

Bond 2015-2021 650,000 646,769 - 646,769 - 646,769 - - - -

Bond 2015-2025 500,000 496,270 - 496,270 - 496,270 - - - -

Bond 2015-2026 750,000 741,571 - 741,571 - 741,571 - - - -

Bond issues (3) 2,650,000 2,617,531 - 2,617,531 - 2,617,531 - - - -

Loans from Atlantia (1) 7,406,526 7,378,146 882,732 6,495,414 3,006,827 3,488,587 8,757,776 8,736,615 - 8,736,615

Loans from parents (A) 7,406,526 7,378,146 882,732 6,495,414 3,006,827 3,488,587 8,757,776 8,736,615 - 8,736,615

Term Loan Facility - - - - - - 160,000 159,615 159,615 -

European Investment Bank (EIB) 1,727,508 1,727,508 54,387 1,673,121 407,727 1,265,394 1,729,508 1,729,508 51,999 1,677,509

Cassa Depositi e Prestiti and SACE (1) 853,488 840,744 22,824 817,920 91,578 726,342 676,744 671,734 22,809 648,925

Borrowings linked to grants (2) 106,224 106,224 56,904 49,320 49,320 - 160,510 160,510 54,287 106,223

Bank borrowings (B) 2,687,220 2,674,476 134,115 2,540,361 548,625 1,991,736 2,726,762 2,721,367 288,710 2,432,657

ANAS (2) 127,860 127,860 57,745 70,115 70,115 - 73,596 73,596 62,271 11,325

Other borrowings (C) 127,860 127,860 57,745 70,115 70,115 - 73,596 73,596 62,271 11,325

Medium/long-term borrowings (A + B + C) (3) 10,221,606 10,180,482 1,074,592 9,105,890 3,625,567 5,480,323 11,558,134 11,531,578 350,981 11,180,597

Derivative liabilities (4) 352,804 - 352,804 - 352,804 347,583 2,672 344,911

Accrued expenses on medium/long-term financial liabilities (3)

233,053 233,053 - - - 265,250 265,250 -

Other medium/long-term financial liabilities 233,053 233,053 - - - 265,250 265,250 -

Medium/long-term financial liabilities 13,383,870 1,307,645 12,076,225 3,625,567 8,450,658 12,144,411 618,903 11,525,508

(1) As at 31 December 2015, certain of these borrowings are hedged against interest rate and currency risk with notional amounts and maturities matching those of the underlyings. These are classified as cash flow hedges in accordance with IAS 39 and included in “Derivative liabilities”.

(2) This item refers to borrowings linked to the grants provided for in laws 662/1996, 135/1997 and 345/1997 and designed to finance work on infrastructure for the “Florence North-Florence South” and “Cà Nova-Aglio” sections of motorway (Variante di Valico). The borrowings are to be repaid by the Ministry of Infrastructure and Transport.

(3) These financial instruments are classified as financial liabilities measured at amortised cost, in accordance with IAS 39.(4) These financial instruments are classified as hedging derivatives in level 2 of the fair value hierarchy.



MEDIUM/LONG-TERM FINANCIAL LIABILITIES (non-current) - E12,076,225 thousand (E11,525,508 thousand) (current) - E1,307,645 thousand (E618,903 thousand)

The following two tables provide an analysis of medium/long-term financial liabilities, showing:a) an analysis of the balance by face value and maturity (current and non-current portions), showing transactions with

the parent, Atlantia:

E000 31/12/2015 Maturity 31/12/2014


Current portion

Non-current portion

Between 13 and 60 months

After 60 months Face value Carrying amount

Current portion

Non-current portion

Bond 2015-2023 750,000 732,921 - 732,921 - 732,921 - - - -

Bond 2015-2021 650,000 646,769 - 646,769 - 646,769 - - - -

Bond 2015-2025 500,000 496,270 - 496,270 - 496,270 - - - -

Bond 2015-2026 750,000 741,571 - 741,571 - 741,571 - - - -

Bond issues (3) 2,650,000 2,617,531 - 2,617,531 - 2,617,531 - - - -

Loans from Atlantia (1) 7,406,526 7,378,146 882,732 6,495,414 3,006,827 3,488,587 8,757,776 8,736,615 - 8,736,615

Loans from parents (A) 7,406,526 7,378,146 882,732 6,495,414 3,006,827 3,488,587 8,757,776 8,736,615 - 8,736,615

Term Loan Facility - - - - - - 160,000 159,615 159,615 -

European Investment Bank (EIB) 1,727,508 1,727,508 54,387 1,673,121 407,727 1,265,394 1,729,508 1,729,508 51,999 1,677,509

Cassa Depositi e Prestiti and SACE (1) 853,488 840,744 22,824 817,920 91,578 726,342 676,744 671,734 22,809 648,925

Borrowings linked to grants (2) 106,224 106,224 56,904 49,320 49,320 - 160,510 160,510 54,287 106,223

Bank borrowings (B) 2,687,220 2,674,476 134,115 2,540,361 548,625 1,991,736 2,726,762 2,721,367 288,710 2,432,657

ANAS (2) 127,860 127,860 57,745 70,115 70,115 - 73,596 73,596 62,271 11,325

Other borrowings (C) 127,860 127,860 57,745 70,115 70,115 - 73,596 73,596 62,271 11,325

Medium/long-term borrowings (A + B + C) (3) 10,221,606 10,180,482 1,074,592 9,105,890 3,625,567 5,480,323 11,558,134 11,531,578 350,981 11,180,597

Derivative liabilities (4) 352,804 - 352,804 - 352,804 347,583 2,672 344,911

Accrued expenses on medium/long-term financial liabilities (3)

233,053 233,053 - - - 265,250 265,250 -

Other medium/long-term financial liabilities 233,053 233,053 - - - 265,250 265,250 -

Medium/long-term financial liabilities 13,383,870 1,307,645 12,076,225 3,625,567 8,450,658 12,144,411 618,903 11,525,508

(1) As at 31 December 2015, certain of these borrowings are hedged against interest rate and currency risk with notional amounts and maturities matching those of the underlyings. These are classified as cash flow hedges in accordance with IAS 39 and included in “Derivative liabilities”.

(2) This item refers to borrowings linked to the grants provided for in laws 662/1996, 135/1997 and 345/1997 and designed to finance work on infrastructure for the “Florence North-Florence South” and “Cà Nova-Aglio” sections of motorway (Variante di Valico). The borrowings are to be repaid by the Ministry of Infrastructure and Transport.

(3) These financial instruments are classified as financial liabilities measured at amortised cost, in accordance with IAS 39.(4) These financial instruments are classified as hedging derivatives in level 2 of the fair value hierarchy.


b) type of interest rate, maturity and fair value:

E000 Maturity 31/12/2015 31/12/2014

Carrying amount (1)

Fair value (2) Carrying amount (1)

Fair value (2)

Bond (2015) 2023 732,921 752,550 - -Bond (2015) 2021 646,769 652,594 - -Bond (2015) 2025 496,270 506,115 - -Bond (2015) 2026 741,571 748,178 - -– fixed rate 2,617,531 2,659,437 - -Bond issues (3) 2,617,531 2,659,437 - -

Atlantia loan issued 2004 2024 987,547 1,379,059 986,456 1,406,123Atlantia loan issued 2009 2016 882,732 931,511 1,515,178 1,668,426Atlantia loan issued 2009 2038 149,176 221,050 149,176 225,613Atlantia loan issued 2010 2017 597,360 637,456 1,000,000 1,092,782Atlantia loan issued 2010 2025 500,000 620,507 500,000 627,856Atlantia loan issued 2012 2019 764,028 900,273 1,000,000 1,209,373Atlantia loan issued 2012 2020 656,890 786,815 750,000 915,794Atlantia loan issued 2012 2032 35,000 46,941 35,000 47,895Atlantia loan issued 2012 2032 48,600 67,602 48,600 69,023Atlantia loan issued 2012 2018 988,549 1,103,087 984,936 1,125,646Atlantia loan issued 2013 2033 75,000 92,068 75,000 93,714Atlantia loan issued 2013 2021 750,000 852,879 750,000 827,648Atlantia loan issued 2014 2038 75,000 91,002 75,000 92,531Atlantia loan issued 2014 2034 125,000 140,524 125,000 142,700– fixed rate 6,634,882 7,870,774 7,994,346 9,545,124Atlantia loan issued 2004 (4) 2022 743,264 765,644 742,269 759,377– floating rate 743,264 765,644 742,269 759,377Loans from parents (A) 7,378,146 8,636,418 8,736,615 10,304,501

European Investment Bank (EIB) from 2016 to 2036 1,727,508 2,030,151 1,729,508 2,067,588– fixed rate 1,727,508 2,030,151 1,729,508 2,067,588Term Loan Facility - - 159,615 112,140Cassa Depositi e Prestiti (4) from 2016 to 2034 644,370 660,908 471,734 483,964Cassa Depositi e Prestiti and SACE (4) from 2023 to 2024 196,374 234,670 200,000 235,806– floating rate 840,744 895,578 831,349 831,910Borrowings linked to grants from 2016 to 2017 106,224 106,224 160,510 160,510– non-interest bearing 106,224 106,224 160,510 160,510Bank borrowings (B) 2,674,476 3,031,953 2,721,367 3,060,008

ANAS 127,860 127,860 73,596 73,596Other borrowings (C) 127,860 127,860 73,596 73,596Medium/long-term borrowings (A + B + C) 10,180,482 11,796,231 11,531,578 13,438,105

Derivative liabilities 352,804 352,804 347,583 347,583

Accrued expenses on medium/long-term financial liabilities 233,053 265,250Other medium/long-term financial liabilities 233,053 - 265,250 -Medium/long-term financial liabilities 13,383,870 14,808,472 12,144,411 13,785,688

(1) The value of medium/long-term financial liabilities shown in the table includes both the non-current and current portions.(2) The fair value shown is classified in level 2 of the fair value hierarchy.(3) The Bonds shown in the table are listed.(4) As at 31 December 2015, certain of these borrowings are hedged against interest rate and currency risk with notional amounts and maturities

matching those of the underlyings. These are classified as cash flow hedges in accordance with IAS 39 and included in “Derivative liabilities”.

Details of the criteria used to determine the fair values shown in the table are provided in note 3;


c) a comparison of the face value of each liability (bond issues and medium/long-term borrowings) and the related carrying amount, by issue currency, showing the corresponding average and effective interest rate:

E000 31/12/2015 31/12/2014


Average interest rate

applied to 31/12/2015 (1)

Effective interest

rate as at 31/12/2015


Euro (EUR) 12,871,606 12,798,013 4.40% 4.02% 11,558,134 11,531,578

Total 12,871,606 12,798,013 4.40% 4.02% 11,558,134 11,531,578

(1) This amount includes the effect of interest rate hedges as at 31 December 2015.

d) movements during the period in the carrying amounts of outstanding bond issues and medium/long-term borrowings:


31/12/2014 (1)

New borrowings

Repayments Other changes Change in exposure to

ANAS (2)

Carrying amount as at

31/12/2015 (1)

Bond issues - 2,616,113 - 1,418 - 2,617,531

Loans from parents 8,736,615 - -1,351,250 -7,219 - 7,378,146

Bank borrowings 2,721,367 249,000 -289,541 -6,350 - 2,674,476

Other borrowings 73,596 - - - 54,264 127,860

Total 11,531,578 2,865,113 -1,640,791 -12,151 54,264 12,798,013

(1) The value of medium/long-term financial liabilities shown in the table includes both the non-current and current portions.(2) This amount refers to movements in loans linked to grants, details of which are provided in note 2 on “ANAS” in the table under point a).

As explained in greater detail in note 7.2, derivatives have been entered into with Atlantia and a number of banks to hedge the exposure to interest rate risk of certain medium/long-term financial liabilities, including highly likely future financial liabilities to be assumed through to 2017, in accordance with the Atlantia Group’s financial policy.

BOND ISSUES (non-current) - E2,617,531 thousand (-) (current) - E- (-)

This item consists of both the issue of bonds (accounted for in the financial statements at E1,884,610 thousand) to institutional investors as part of the Company’s Euro Medium Term Note (“EMTN”) Programme launched in October 2014 and authorised for an amount of up to E7 billion, and the issue of bonds to retail investors (accounted for in the financial statements at E732,921 thousand). The Company issued the following bonds in 2015:a) the issue of bonds to retail investors in June 2015 (a par value of E750,000 thousand, paying coupon interest of

1.625% and maturing in June 2023). in February 2015, Autostrade per l’Italia entered into a number of Forward-Starting Interest Rate Swaps with banks, having a notional value of E1,250 million, to hedge interest rate risk associated with the issue of the retail bonds, at a weighted average rate of 0.54%. At the date on which these derivatives were unwound, fair value gains on these instruments totalled E34,849 thousand. E9,678 thousand has been recognised in the income statement, representing the portion exceeding the nominal amount at issue, whilst the remaining E25,171 thousand, corresponding to the hedged portion of the par value of the issue, has been recognised in comprehensive income and will be reclassified to profit or loss. This amount will be effectively reclassified in line with the interest flows associated with the hedged instrument, in keeping with the nature of the derivatives as cash flow hedges. The cost of the bond issue, including the above hedges, thus amounts to 1.28%;

b) the issue of bonds to institutional investors in October 2015, one tranche having a par value of E650,000 thousand (paying coupon interest of 1.125% and maturing in November 2021) and another a par value of E500,000 thousand (paying coupon interest of 1.875% and maturing in November 2025);

c) the issue of bonds to institutional investors in November 2015, having a par value of E750,000 thousand (paying coupon interest of 1.75% and maturing in June 2026).


MEDIUM/LONG-TERM BORROWINGS (non-current) - E9,105,890 thousand (E11,180,597 thousand) (current) - E1,074,592 thousand (E350,981 thousand)

The balance of this item, including both current and non-current portions, consists of other borrowings from Atlantia, replicating the bonds issued by the latter. There was a reduction of E1,351,096 thousand in these borrowings in 2015, essentially reflecting:a) partial early repayment (amounting to a total face value of E1,351,250 thousand) of a portion of the loans from

Atlantia maturing in 2016, 2017, 2019 and 2020, as described in note 6.16;b) the use of E200,000 thousand of the line of credit granted by Cassa Depositi e Prestiti in 2012 and restructured

in September 2015 (floating rate, maturing in June 2021) and the use of E50,000 thousand of the line of credit granted by the EIB in 2010 (at a fixed rate of 1.83%, maturing in September 2036);

c) repayments of bank borrowings, totalling E289,541 thousand;d) an increase of E54,287 thousand in amounts due to ANAS, reflecting the Grantor’s direct payment, under the

programme for financing the investment provided for in the Concession Arrangement (in accordance with the provisions of Laws 662/1996, 345/1997 and 135/1997), of instalments due on bank loans disbursed to the Company. These liabilities will be reduced, on receipt of specific permission from the Grantor, by offsetting against the financial assets deriving from government grants accrued as the related construction services are performed.

A number of the medium/long-term loan agreements include negative pledge provisions, in line with international practice. Under these provisions, it is not possible to create or maintain (unless required to do so by law) collateral guarantees on all or a part of any proprietary assets, with the exception of project debt. The above agreements also require compliance with certain covenants.The method of selecting the variables to compute the ratios is specified in detail in the relevant loan agreements. Breach of these covenants, at the relevant measurement dates, could constitute a default event and result in the lenders calling in the loans, requiring the early repayment of principal, interest asnd of further sums provided for in the agreements.The most important covenants are those relating to the loan agreements with Cassa Depositi e Prestiti (totalling E840,744 thousand as at 31 December 2015) require compliance with a minimum threshold for “Operating cash flow available for Debt Service/Debt Service” (DSCR). The Company is in compliance with these covenants.

DERIVATIVE LIABILITIES (non-current) - E352,804 thousand (E344,911 thousand) (current) - E- (E2,672 thousand)

This item regards derivatives entered into with Atlantia and a number of banks to hedge the exposure to interest rate risk of certain medium/long-term financial liabilities, including highly likely future financial liabilities to be assumed through to 2017.

The overall increase in this item compared with 31 December 2014, amounting to E5,221 thousand, is linked to a combination of the following:a) fair value losses on the new Forward-Starting Interest Rate Swaps (E53,567 thousand) entered into with a number

of banks in June 2015 and having a total notional value of E2,200 million, variable durations of 6, 7 and 8 years and a weighted average fixed rate of 1.16%, linked to highly likely future financial liabilities to be assumed through to 2017 in order to meet the Company’s expected financing requirements. The losses reflect falls in the relevant interest rates in the second half of 2015;

b) a reduction in fair value losses (E48,346 thousand) on outstanding Interest Rate Swaps, essentially due to the settlement of differentials during 2015, in addition to an increase in the interest rates used to determine fair value as at 31 December 2015, compared with 31 December 2014.

As mentioned above, further details are provided in note 7.2.

OTHER MEDIUM/LONG-TERM FINANCIAL LIABILITIES (non-current) - E- (-) (current) - E233,053 thousand (E265,250 thousand)

The balance of this item (consisting of accrued expenses payable, primarily in terms of interest payable on bond issues, the loans obtained from Atlantia and banks, and differentials on outstanding derivatives) is down E32,197 thousand compared with 31 December 2014. This essentially reflects partial early repayment of a portion of the loans from Atlantia maturing in 2016, 2017, 2019 and 2020.


SHORT-TERM FINANCIAL LIABILITIES - E473,897 thousand (E519,575 thousand)

The composition of short-term financial liabilities is shown below.

E000 31/12/2015 31/12/2014

Bank overdrafts - 14

Short-term borrowings 400,000 264,000

Derivative liabilities (1) 36 1,034

Intercompany current account payables due to related parties 73,841 251,741

Other current financial liabilities 20 2,786

Short-term financial liabilities 473,897 519,575

(1) These liabilities primarily include derivative instruments that do not qualify for hedge accounting and that are classified in level 2 of the fair value hierarchy.

The reduction in short-term financial liabilities of E45,678 thousand primarily relates to:a) an increase in short-term loans, amounting to E136,000 thousand, reflecting cash deposits (totalling E400,000

thousand as at 31 December 2015) by Atlantia, maturing between 29 January 2016 and 29 February 2016;b) a reduction in the intercompany current account payables due to related parties, totalling E177,900 thousand,

essentially due to the above cash deposits by Atlantia.

More detailed information on financial risks and the manner in which they are managed, in addition to outstanding derivative financial instruments, is contained in note 7.2.

NET DEBT IN COMPLIANCE WITH ESMA RECOMMENDATION OF 20 MARCH 2013

An analysis of the various components of consolidated net debt is shown below with amounts payable to and receivable from related parties, as required by Consob Ruling DEM/6064293 of 28 July 2006, in accordance with European Securities and Markets Authority (“ESMA”) Recommendation of 20 March 2013 (which does not entail the deduction of non-current financial assets from debt).



Cash -1,708,381 -494,339

Cash equivalents and intercompany current account receivables due to related parties

-713,962 -373,888 -770,868 -418,150

Cash and cash equivalents (A) 5.7 -2,422,343 -1,265,207

Current financial assets (B) 5.4 -129,927 -9,983 -353,877 -206,616

Bank overdrafts - 14

Current portion of medium/long-term financial liabilities

1,307,645 1,077,381 618,903 237,606

Other borrowings 473,897 473,841 519,561 515,741

Current financial liabilities (C) 1,781,542 1,138,478

Current net debt (D = A + B + C) -770,728 -480,606

Bond issues 2,617,531 -

Medium/long-term borrowings 9,105,890 6,495,414 11,180,597 8,736,615

Other non-current borrowings 352,804 216,123 344,911 245,232

Non-current financial liabilities (E) 12,076,225 11,525,508

(Net funds)/Net debt as defined by ESMA recommendation (F = D + E)

11,305,497 11,044,902

Non-current financial assets (G) 5.4 -595,188 -226,240 -362,541 -43,161

Net debt (H = F + G) 10,710,309 10,682,361


5.15 Net deferred tax liabilities - E320,330 thousand (E247,451 thousand)

The following tables show deferred tax liabilities, after offsetting against deferred tax assets.

E000 31/12/2015 31/12/2014

Deferred tax liabilities (IRES) 1,074,743 1,128,287

Deferred tax liabilities (IRAP) 149,604 135,332

Deferred tax liabilities 1,224,347 1,263,619

Deferred tax assets eligible for offset (IRES) 789,705 896,415

Deferred tax assets eligible for offset (IRAP) 114,312 119,753

Deferred tax assets eligible for offset 904,017 1,016,168

Net deferred tax liabilities 320,330 247,451

The nature of the temporary differences giving rise to deferred taxation and changes during the period are summarised in the following table.


Provisions Releases Deferred tax assets/

liabilities on gains

and losses recognised in compre-

hensive income

Changes in prior year estimates


Profit or loss

Other compre-hensive income

Off-balance sheet amortisation of goodwill

1,263,613 110,940 - - - -155,902 - 1,218,651

Measurement of cash flow hedges - - - 6,466 - - -775 5,691

Other temporary differences 6 - - - - -1 - 5

Deferred tax liabilities 1,263,619 110,940 - 6,466 - -155,903 -775 1,224,347

Restatement of total amount subject to IFRIC 12

519,688 1,059 -23,132 - - -52,091 - 445,524

Provisions:

– Provisions for repair and replacement obligations

359,675 90,298 -76,781 - - -28,538 - 344,654

– Other provisions 19,317 315 -5,140 - -148 -1,591 - 12,753

Impairment of receivables and inventories

13,717 326 -4,986 - -19 -653 - 8,385

Measurement of cash flow hedges 95,586 - - 1,170 - - -10,149 86,607

Other temporary differences 8,185 735 -2,212 - 143 -757 - 6,094

Deferred tax assets eligible for offset

1,016,168 92,733 -112,251 1,170 -24 -83,630 -10,149 904,017

Net deferred tax liabilities 247,451 18,207 112,251 5,296 24 -72,273 9,374 320,330

As shown above, the balance as at 31 December 2015 substantially includes the following:a) deferred tax liabilities, recognised since 2003, relating to the deduction, solely for tax purposes, of goodwill

amortisation;b) the residual balance of deferred tax assets deriving from the realignment over 29 years, from 2010, of the total

amount determined on first-time application of IFRIC 12, in accordance with art. 11, paragraph 3 of the Ministerial Decree of 8 June 2011 on the harmonisation of tax rules and international financial reporting standards;

c) the non-deductible portion of provisions, primarily for the repair and replacement of motorway infrastructure.


The increase of E72,879 thousand essentially relates to:a) the provision of deferred taxes on the above deduction, solely for tax purposes, of goodwill amortisation (E110,940

thousand);b) the net release of the portion (E22,073 thousand) of deferred tax assets, determined on a straight-line basis over

the concession term, of the total amount deriving from application of IFRIC 12;c) the positive impact on deferred taxation, amounting to E62,899 thousand, of the reduction in the IRES rate from

27.5% to 24% from 2017 introduced by the 2016 Stability Law (Law 208/2015).

5.16 Other non-current liabilities - E32,695 thousand (E28,897 thousand)

This item refers to deferred income to be reversed over several years, relating primarily to:a) advance payments received in return for use of the Company’s fibre optic cables and fully equipped sites, totalling

E16,293 thousand (E16,500 thousand as at 31 December 2014);b) the residual grant received from the Extraordinary Commissioner for the Campania Region to compensate the

Company for the loss of future revenue following the transfer of the Naples toll station, totalling E6,563 thousand (E6,646 thousand as at 31 December 2014);

c) amounts payable to the Company’s Directors and employees, totalling E3,989 thousand (E851 thousand as at 31 December 2014) as a result of the benefits awarded under the “2014 Phantom Share Option Plan”.

The change in this item is primarily due to the benefits awarded to the Company’s Directors and employees under the “2014 Phantom Share Option Plan”, given that the award of options free of charge, as part of the second cycle of the Plan, took place in 2015. These options are settled in cash, based on the increase in the value of Atlantia’s ordinary shares. In addition, the entire amount accruing during the year in relation to options awarded under the first cycle of the same Plan on 9 May 2014 was also recognised, as described in note 8.4.

5.17 Trading liabilities - E1,290,701 thousand (E1,184,651 thousand)

Trading liabilities primarily consist of the following.

E000 31/12/2015 31/12/2014

Trade payables 562,073 554,637

Payable to operators of interconnecting motorways 643,233 544,001

Tolls in the process of settlement 85,307 85,942

Other trading liabilities 88 71

Trading liabilities 1,290,701 1,184,651

The increase during the year, amounting to E106,050 thousand, primarily reflects an increase in amounts payable to the operators of interconnecting motorways. This reflects increases in the operators’ toll revenue and is in line with standard payment periods.

The carrying amount of trading liabilities approximates fair value.


5.18 Other current liabilities - E214,388 thousand (E208,066 thousand)

This item consists of payables and other current liabilities that are neither trading nor financial in nature. An analysis of the balance as at 31 December 2015 is shown below.

E000 31/12/2015 31/12/2014

Concession fees payable 80,255 80,161

VAT payable to Atlantia under Group arrangement 25,781 -


Social security contributions payable 16,012 16,331

Amounts payable for expropriations 15,506 40,582

Taxation other than income taxes 7,252 6,257

Amounts payable to public entities 3,251 3,222

Guarantee deposits by users who pay by direct debit 1,693 1,442


Other current liabilities 214,388 208,066

The balance as at 31 December 2015 is up E6,322 thousand on 31 December 2014, primarily due to a combination of the following:a) an increase of E25,781 thousand in VAT payable under the Group arrangement, in which Atlantia, together with

certain subsidiaries, participates from 2015; the VAT due was paid to the tax authorities by the parent, Atlantia and then paid by the Company in January 2016;

b) an increase of E7,003 thousand in compensation payable to third parties by the Company as a result of accidents on the motorway network;

c) a reduction in amounts payable for expropriations, totalling E27,076 thousand, essentially linked to the volume of new works and an updated estimate of the compensation payable in relation to work in progress.


This section includes the notes to amounts in the income statement, with amounts for 2014 shown in brackets and negative components of the income statement shown with a “–“ sign in the headings and tables.Details of amounts in the consolidated income statement deriving from related party transactions are provided in note 8.3.

6.1 Toll revenue - E3,097,669 thousand (E2,954,773 thousand)

Toll revenue is up E142,896 thousand (5%) on 2014. This essentially reflects:a) a 3.0% improvement in traffic on the Italian network, accounting for an estimated E82 million increase in toll revenue

(including the impact of the different traffic mix);b) application of annual toll increases for 2015 (a rise of 1.46% from 1 January 2015), boosting toll revenue by an

estimated E38 million.

Further information on points a) and b) is provided in the sub-sections, “Traffic” and “Toll increases”, in the section “Italian motorways” in the “Report on operations” accompanying these financial statements.

Toll revenue includes the additional concession fees payable to ANAS, totalling E337,887 thousand (E327,398 thousand as at 31 December 2014), and accounted for under concession fees in operating costs. Further details are provided in note 6.8.

As required by the CIPE Resolution of 20 December 1996, tables containing monthly traffic figures for the various motorway sections operated under concession have been annexed to these notes.

6.2 Revenue from construction services - E380,074 thousand (E347,144 thousand)

An analysis of this revenue is shown below.


Construction service revenue - services for which additional economic benefits are received

333,540 279,093 54,447

Construction service revenue - government grants for services for which additional economic benefits are not received

39,957 34,582 5,375

Revenue from construction services for sub-operators 6,577 33,469 -26,892

Revenue from construction services 380,074 347,144 32,930

In line with the accounting model adopted pursuant to IFRIC 12, this revenue (which excludes revenue from construction services rendered by sub-operators), which represents the consideration for construction and upgrade services rendered during the year, is recognised at fair value based on total costs incurred, represented by operating costs and financial expenses (solely in the case of services for which additional economic benefits are received).

Revenue from construction services performed during the year is up E32,930 thousand (9%) compared with 2014, reflecting a combination of the following:a) an increase in construction services for which additional benefits are received, amounting to E54,447 thousand,

primarily due to work on the A14 (the Senigallia-Ancona North section) and on the fifth lane of the A8 (Milan-Lainate).Further details are provided in the section, “Upgrade and modernisation of the network” in the report on operations;

b) a reduction in income resulting from the handover free of charge of buildings located at service areas.

In 2015, the Company carried out additional construction services for which no additional benefits are received, amounting to E496,527 thousand, net of related government grants, for which the Company made use of a portion of the specifically allocated “Provisions for construction services required by contract”. Uses of these provisions are classified as a reduction in operating costs for the period, as explained in note 6.10.Details of total investment in assets held under concession during the year are provided in note 5.2, above.

6. Notes to the income statement


6.3 Contract revenue - E507 thousand (E2,370 thousand)

Contract revenue is down E1,863 thousand (79%) on 2014, as the comparative amount included the costs recovered from Ecomouv D&B for additional services provided within the context of the Eco-Taxe project in France, substantially completed in 2013. This amount was then passed on to Autostrade Tech as a sub-contractor. The balance for 2015 solely includes contract revenue generated by work carried out for the Grantor.

6.4 Other operating income - E300,400 thousand (E341,726 thousand)

An analysis of other operating income is provided below.


Revenue from sub-concessions 187,808 219,248 -31,440

Revenue from services 20,060 19,782 278

Refunds 17,812 18,791 -979

Other revenue from motorway operation 15,925 16,319 -394

Maintenance revenue 14,425 15,255 -830

Damages and compensation 12,554 17,665 -5,111

Advertising revenue 5,482 5,858 -376

Revenue from the sale of technology devices and services 2,510 622 1,888

Release of overprovisions 1,488 1,751 -263

Other income 22,336 26,435 -4,099

Other operating income 300,400 341,726 -41,326

Other operating income is down E41,326 thousand (12%) on 2014, essentially reflecting:a) a E31,440 thousand reduction in revenue from sub-concessions, primarily reflecting the impact on service

area royalties of agreements with a number of sub-operators (above all oil service providers), further discounts applied with effect from the second half of 2014 and a reduction in “one-off” payments received in 2015;

b) a reduction of E5,111 thousand in damages and compensation from insurance companies, primarily linked to lower payouts for accidents on the motorway network;

c) a reduction in other income of E4,099 thousand, reflecting recognition, in 2014, of a refund from the Ministry for Economic Development of overpayments for the use of radio frequencies in previous years (2003-2013).

6.5 Raw and consumable materials - E-72,825 thousand (E-80,324 thousand)

This item consists of purchases of materials and the change in inventories of raw and consumable materials.


Electrical and electronic materials -24,305 -11,617 -12,688

Lubricants and fuel -9,767 -11,238 1,471

Construction materials -9,297 -7,838 -1,459

Other raw and consumable materials -32,177 -50,650 18,473

Cost of materials -75,546 -81,343 5,797

Change in inventories of raw, ancillary and consumable materials and goods for resale

2,383 721 1,662

Capitalised cost of raw materials 338 298 40

Raw and consumable materials -72,825 -80,324 7,499

The reduction of E7,499 thousand (9%) is essentially due to the higher cost of expropriations incurred in 2014, primarily reflecting the start-up of work on the fifth lane of the A8 (Rho-Monza section) and an update of the compensation payable for work in progress on the A14 and A1 (Barberino-Florence North section), offset by increased costs incurred


for the purchase of electrical and electronic materials for the equipment needed in order to open the Variante di Valico to traffic in December 2015.

6.6 Service costs - E-1,172,604 thousand (E-1,015,283 thousand)

This item includes construction, insurance, transport and professional services primarily relating to the maintenance and upgrade of motorways. An analysis of the balance is shown below.


Construction and similar -914,148 -767,332 -146,816

Professional services -135,491 -141,491 6,000

Utilities -32,452 -32,913 461

Transport and similar -16,798 -14,872 -1,926

Insurance -16,146 -9,398 -6,748

Advertising -7,426 -5,499 -1,927

Board of Statutory Auditors' fees -197 -245 48

Other services -49,946 -43,533 -6,413

Service costs -1,172,604 -1,015,283 -157,321

The increase in service costs, amounting to E157,321 thousand (up 15%), essentially reflects increases in the cost of construction and similar services, mainly due to increases in investment in assets held under concession and in motorway maintenance work.Details of the accounting policy applicable to service costs recognised in application of IFRIC 12 are proviced in note 6.2.

6.7 Staff costs - E-395,885 thousand (E-380,553)

Staff costs break down as follows.

(E000 2015 2014 Increase/(Decrease)

Wages and salaries -276,309 -266,253 -10,056Social security contributions -82,528 -80,586 -1,942Post-employment benefits (including payments to supplementary pension funds or to INPS)

-16,817 -16,484 -333

Cost of share-based incentive plans -7,649 -3,537 -4,112Directors' remuneration -3,410 -3,136 -274Recovery of cost of seconded staff 7,813 9,067 -1,254Other staff costs -16,985 -19,624 2,639Staff costs -395,885 -380,553 -15,332

The increase of E15,332 thousand (4%) reflects:a) an increase in the average cost, primarily due to the cost of contract renewals and management incentive plans and

in Directors’ fees, in addition to reduced costs recovered for seconded staff;b) a reduction in the average workforce, primarily linked to a slowdown in recruitment and transfers from Autostrade

per l’Italia to Atlantia in 2014, following the merger with Gemina, partly offset by recruitment for certain specific units.

Details of share-based incentive plans or those payable in shares or cash, involving a number of the Company’s Directors and employees, are provided in note 8.4.Actuarial gains on provisions for employee benefits, which are subject to actuarial valuation in that they are considered a defined benefit plan, amount to E4,443 thousand for 2015, as indicated in “Other comprehensive income” in note 5.11.


The following table shows the average number of employees (by category and including agency staff).

Category 2015 2014 Increase/(Decrease)

Senior managers 97 104 -7Middle managers 323 329 -6Administrative staff 2,002 1,994 8Toll collectors 2,058 2,092 -34Manual workers 962 973 -11Average workforce 5,442 5,492 -50

Details of the accounting policy applicable to staff costs recognised in application of IFRIC 12 are provided in note 6.2.

6.8 Other operating costs - E-493,599 thousand (E-469,663 thousand)

An analysis of other operating costs is shown below.


Concession fees -417,577 -405,548 -12,029Lease expense -5,672 -5,114 -558Grants and donations -32,886 -29,704 -3,182Compensation for damages -23,382 -17,194 -6,188Direct and indirect taxes -8,751 -6,811 -1,940Other -5,331 -5,292 -39Other costs -70,350 -59,001 -11,349Other operating costs -493,599 -469,663 -23,936

Other operating costs are up E23,936 thousand (5%), primarily due to the following:a) an increase in concession fees (E12,029 thousand), including the additional fee introduced by Law 78 of 1 July

2009, as more fully described below. The increase reflects previously discussed traffic growth;b) an increase in compensation and penalties (E6,188 thousand), reflecting a combination of the contract reserves

paid to contractors (E10,591 thousand) in relation to the opening to traffic of the Variante di Valico and the reduced cost (E6,707 thousand) of settlements, reached in 2014, with service are operators;

c) an increase in grants and donations (E3,182 thousand), reflecting the increased costs incurred in 2015 for work on the upgrade of infrastructure operated by public entities, as part of construction services relating to assets held under concession.

Law 102 of 3 August 2009 converting Law Decree 78 of 1 July 2009, with amendments, eliminated the toll surcharge pursuant to Law 296/2006 (the 2007 Finance Act), while increasing concession fees computed on the distance travelled by each vehicle on a motorway in the amount of 6 thousandths of a euro per kilometre for toll classes A and B and 18 thousandths of a euro per kilometre for classes 3, 4 and 5. The fees payable to the Grantor are recouped through a matching increase in the tolls charged to road users, thereby not having an impact on the Company’s results.Concession fees for 2015, consequently, consist of the increased concession fees payable, totalling E337,887 thousand (E327,398 thousand in 2014), in addition to concession fees payable from toll revenue of E66,147 thousand and sub-concession fees of E13,111 thousand (E63,110 thousand and E14,732 thousand, respectively, in 2014).


6.9 Operating change in provisions - E51,387 thousand (E-173,112 thousand)

This item reflects the impact on profit or loss of operating changes (new provisions and uses) in provisions, excluding those for employee benefits, made by the Company during the period in order to meet the legal and contractual obligations that it is presumed will require the use of financial resources in future years.

The positive impact of this item in 2015, totalling E51,387 thousand, essentially consists of the change in provisions for the repair and replacement of motorway infrastructure (E53,955 thousand) relating almost entirely to an increase in the discount rate applied at 31 December 2015, compared with the rate applied at 31 December 2014. The negative impact of E159,766 thousand in 2014 was affected by an opposite movement in the interest rates applied.

This item also includes provisions of E2,568 thousand for 2015 (E13,346 thousand for 2014), as described in note 5.13.

6.10 Use of provisions for construction services required by contract - E496,527 thousand (E393,161 thousand)

This item regards the use of provisions for construction services required by contract, relating to services for which no additional economic benefits are received rendered in 2015, less accrued government grants (recognised in revenue from construction services, as explained in note 6.2). The item represents the indirect adjustment to construction costs classified by nature in the cost of materials and external services and staff costs.The increase of E103,366 thousand is broadly linked to increased investment in the upgrade of the A1 on the section between Bologna and Florence. This reflects completion of the motorway in view of the opening to traffic of the Variante di Valico.Further information on construction services and capital expenditure in 2015 is provided in notes 5.2 and 6.2.

6.11 Amortisation and depreciation - E-511,190 thousand (E-487,360 thousand)

The increase of E23,830 thousand (5%) essentially reflects:a) an increase in amortisation of concession rights deriving from construction services for which no additional

economic benefits are received, totalling E17,643 thousand, resulting from the decrease in the present value on completion of investment in construction services at the end of 2014;

b) increased amortisation of concession rights deriving from construction services for which additional economic benefits are received, totalling E6,208 thousand, due to the toll increases applied from 1 January 2015.

6.12 (Impairment losses) and reversals of impairment losses - E-4,128 thousand (E-4,375 thousand)

The balance for 2015 primarily reflects the impairment of trade receivables due from Tech Solutions Integrators, amounting to a total of E4,531 thousand, as previously described in note 5.13. The balance for 2014 the impairment of trade receivables (E1,438 thousand) and amounts due from insurance companies (E2,937 thousand) attributable to previous years, reflecting the risk of non-collection.


6.13 Financial income/(expenses) - E-431,191 thousand (E-436,986 thousand) Financial income - E272,640 thousand (E297,317 thousand) Financial expenses - E-703,786 thousand (E-734,291 thousand) Foreign exchange gains/(losses) - E-45 thousand (E-12 thousand)

An analysis of financial income and expenses is shown below, showing changes in the balances between the comparative periods:


Dividends received from investees 199,390 174,681 24,709

Interest income 21,134 57,783 -36,649

Income from derivative financial instruments 19,939 5,449 14,490

Income from measurement of financial instruments at amortised cost 12,992 10,920 2,072

Financial income accounted for as an increase in financial assets 497 1,025 -528

Gain on sale of investments 672 - 672

Other 12,319 15,225 -2,906

Other financial income 67,553 90,402 -22,849

Reversal of impairment losses on financial assets and investments 1,024 32,234 -31,210

Releases due to impairments in excess of carrying amount of investments 4,673 - 4,673

Reversal of impairment losses on financial assets and investments 5,697 32,234 -26,537

Financial income (A) 272,640 297,317 -24,677

Financial expenses from discounting of provisions for construction services required by contract and other provisions

-43,296 -98,360 55,064

Interest expense -443,469 -531,649 88,180

Losses on derivative financial instruments -65,798 -67,052 1,254

Expenses from measurement of financial instruments at amortised cost -8,817 -11,421 2,604

Other -142,406 -17,825 -124,581

of which: non-recurring (1) -125,486 - -125,486

Other financial expenses -660,490 -627,947 -32,543

Impairment losses on investments - -3,311 3,311

Provisions for impairment losses in excess of carrying amount of investments - -4,673 4,673

Impairment losses on financial assets and investments - -7,984 7,984

Financial expenses (B) -703,786 -734,291 30,505

Foreign exchange gains/(losses) (C) -45 -12 -33

Financial income/(expenses) (A + B + C) -431,191 -436,986 5,795

(1) Details of non-recurring financial transactions are provided in note 6.17.

“Dividends received from investees” are up E24,709 thousand (14%), primarily due to an increase in dividends declared by Autostrade dell’Atlantico (E130,000 thousand in 2015 and E110,000 thousand in 2014).

“Reversals of impairment losses on financial assets and investments”, totalling E5,697 thousand, consist of:a) reversal of the impairment loss, in excess of the carrying amount of the investment in Tech Solutions Integrators,

recognised in 2014 (E4,673 thousand). Further details are provided in note 5.13;b) reversal of the impairment loss on the carrying amount of the investments in Società Infrastrutture Toscane

(E1,024 thousand).

In 2014, the item, after “Impairment losses on financial assets and investments”, amounting to E24,250 thousand, included:a) reversal of impairment losses on the investment in Stalexport Autostrady (E32,234 thousand);b) the impairment of the carrying amount of the investment in Tech Solutions Integrators (E2,000 thousand) and the

additional provision to take account of the fact that the impairment loss is in excess of the carrying amount (E4,673 thousand), as noted above;

c) the impairment of the carrying amount of the investment in Bologna&Fiera Parking (E1,306 thousand).


Financial expenses from the discounting to present value of provisions for construction services required by contract and other provisions” are down E55,064 thousand (56%) on 2014 (E98,360 thousand). The reduction in these expenses, computed on the basis of the value of the provisions and the discount rates used at 31 December of the year prior to the reporting period, is primarily due to a reduction in the rates used at 31 December 2014, compared with the rates used at the end of 2013.

Net other financial expenses of E592,982 thousand are up E55,425 thousand (10%) on the previous year (E537,557 thousand). The change essentially reflects a combination of the following: a) financial expenses (E125,486 thousand) on non-recurring financial transactions, relating to partial early repayment

of loans from Atlantia, replicating the bond issues maturing in 2016, 2017, 2019 and 2020, which were also subject to a partial buyback by Atlantia, as described in detail in note 6.16;

b) reductions in interest expense and in net financial expenses payable (totalling E70,061 thousand), reflecting a reduction in average net debt compared with 2014 and the decrease in borrowing costs linked to repayment, in June 2014, of the loan granted by Atlantia with a face value of E2,094 million, and to the above partial early repayment.

Details of the accounting policy applicable to financial expenses recognised in application of IFRIC 12 are proviced in note 6.2.

6.14 Income tax (expense)/benefit - E-290,378 thousand (E-288,410 thousand)

An analysis of income tax expense is shown below.


IRES -181,437 -185,324 3,887

IRAP -52,621 -67,313 14,692

Current tax expense -234,058 -252,637 18,579

Recovery of previous years' income taxes 1,903 4,200 -2,297

Previous years' income taxes -14 -11 -3

Differences on current income taxes expense for previous years 1,889 4,189 -2,300

Provisions 92,733 172,698 -79,965

Releases -112,251 -100,278 -11,973

Change in prior year estimates -83,654 -2,338 -81,316

Deferred tax income -103,172 70,082 -173,254

Provisions -110,940 -110,939 -1

Releases - - -

Change in prior year estimates 155,903 895 155,008

Deferred tax expense 44,963 -110,044 155,007

Income tax (expense)/benefit -290,378 -288,410 -1,968

The increase in income tax expense in 2015 amounts to E1,968 thousand (1%) compared with 2014 and essentially reflects a combination of the following:a) an increase in pre-tax profit, totalling E253,390 thousand;b) the tax benefit, totalling E72,273 thousand, generated by the reassessment of net deferred taxation following the

reduction in the IRES (corporation tax) rate from 2017 introduced by the 2016 Stability Law (Law 208/2015), as described in detail in note 5.15;

c) the tax benefit of E11,171 thousand linked to the changes introduced by the 2015 Stability Law (Law 190/2014) regarding the deductibility of staff costs for the purpose of IRAP (regional income tax) in the case of staff hired on permanent contracts.


The following table shows a reconciliation of the Statutory rate of IRES with the effective charge in the two comparative periods.

E000 2015 2014

Taxable income

Tax Tax rate Taxable income

Tax Tax rate

Profit/(loss) before tax from continuing operations

1,245,331 991,941

Tax expense/(benefit) at statutory rate 342,466 27.50% 272,784 27.50%

Temporary differences deductible in future years:

289,485 79,608 6.39% 540,309 148,585 14.98%

Provisions for the repair and replacement of motorway infrastructure

284,716 78,297 505,167 138,921

Other differences 4,769 1,311 35,142 9,664

Temporary differences taxable in subsequent years:

-351,520 -96,668 -7.76% -351,520 -96,668 -9.75%

Off-balance sheet deduction of goodwill -351,520 -96,668 -351,520 -96,668

Reversal of temporary differences arising in previous years

-340,353 -93,597 -7.52% -299,336 -82,318 -8.30%

Permanent differences -183,173 -50,373 -4.04% -207,481 -57,058 -5.75%

Non-taxable dividends -189,420 -52,090 -165,947 -45,636

Tax-exempt reversals of impairment losses/imparment losses on investments

-5,697 -1,567 -24,250 -6,669

Other permanent differences 11,944 3,285 -17,284 -4,753

Income assessable to IRES 659,770 673,913

IRES for the year 181,437 14.57% 185,324 18.68%

IRAP for the year 52,621 4.23% 67,313 6.79%

Current income tax expense 234,058 18.79% 252,637 25.47%

6.15 Earnings per share

The following statement shows a breakdown of the calculation of earnings per share for the two comparative periods. In the absence of options or convertible bonds, diluted earnings per share coincides with the figure for basic earnings per share.

2015 2014


Profit for the year (€000) 954,953 703,531

Earnings per share (€) 1.54 1.13

Profit from continuing operations (€000) 954,953 703,531

Basic earnings per share from continuing operations (€) 1.54 1.13

Profit from discontinued operations (€000) - -

Basic earnings per share from discontinued operations (€) - -

6.16 Material non-recurring transactions

During 2015, as part of a plan to improve its financial structure, Autostrade per l’Italia proceeded with early repayment of borrowings with a face value of E1,351,250 thousand, forming a portion of its borrowings, maturing in 2016, 2017, 2019 and 2020 (amounting to a total face value of E4,250,000 thousand), granted by the parent, Atlantia.


This took the form of two separate transactions:a) repayment, in February 2015, of loans from Atlantia with a face value of E1,020,130 thousand, maturing in 2016,

2017 and 2019, which took place at the same time as a Tender Offer launched by Atlantia with the aim of redeeming bonds in issue with the same maturities; as a result of this transaction, the Company recognised non-recurring financial expenses of E85,164 thousand, corresponding to the premium paid by Atlantia in order to proceed with early redemption, after taxation of E23,420 thousand, with a net impact on the result for the year of E61,744 thousand;

b) repayment, in December 2015, of loans from Atlantia with a face value of E331,120 thousand, maturing in 2017, 2019 and 2020, carried out through a Tender Offer, launched by the Company, with the aim of purchasing bonds with the same maturities issued by Atlantia and, at the same time, selling them back to the parent (which then cancelled them); as a result of this transaction, the Company recognised non-recurring financial expenses of E40,322 thousand, corresponding to the premium paid by Atlantia in order to proceed with early redemption, after taxation of E11,089 thousand, with a net impact on the result for the year of E29,233 thousand.



7.1 Notes on the statement of cash flows

Cash and cash equivalents increased by E1,335,050 thousand in 2015, compared with the decrease of E1,920,520 thousand recorded in 2014.

Cash flows from operating activities amount to E1,553,061 thousand, an increase of E158,699 thousand compared with the flow generated in 2014 (E1,394,362 thousand), essentially due to the different contribution from working capital in the two comparative periods (E97,345 thousand) and the increase in operating cash flow (E67,472 thousand), primarily reflecting the increase in EBITDA. In particular, the contribution from working capital in 2015 essentially reflects an increase in amounts payable to the operators of interconnecting motorways (E99,232 thousand), reflecting an increase in their toll revenue, partially offset by the outflow (E36,617 thousand) relating to current taxation, whilst, in 2014, the outflow of cash for working capital was primarily linked to advances to suppliers, in relation to contract reserves accounted for in connection with work on the upgrade of the section of the A1 Milan-Naples motorway where it crosses the Apennines between Sasso Marconi and Barberino del Mugello (E56,585 thousand). Cash used for investing activities, totalling E914,905 thousand, is up E551,057 thousand on 2014 (E363,848 thousand), primarily due to a combination of the following:a) the performance of current and non-current financial assets (E243,498 thousand), essentially linked to Autostrade

Meridionali’s repayment, in 2014, of the loan granted to this company (E245,000 thousand);b) increased investment in motorway infrastructure, after the related government grants (E147,042 thousand),

primarily relating to the upgrade of the A1 between Bologna and Florence, above all with regard to completion of the motorway in view of the opening to traffic of the Variante di Valico;

c) the purchase, in 2015 (E84,262 thousand) of the controlling interest in Società Autostrada Tirrenica;d) the benefit (E77,505 thousand), in 2014, resulting from the purchase consideration received in return for

transferring controlling interests in Pavimental and Spea Ingegneria Europea (now Spea Engineering) to Atlantia and Aeroporti di Roma as part of a restructuring of the Atlantia Group’s investments.

Net cash from financing activities amounts to E696,894 thousand for 2015 (compared with a net cash outflow of E2,951,034 thousand in 2014). This primarily reflects:a) the issue of bonds to retail and institutional investors after the related costs incurred (E2,616,113 thousand);b) reduced repayments of loans from the parent (E742,950 thousand), linked to partial early repayment, in 2015, of

loans maturing in 2016, 2017, 2019 and 2020, as described in note 6.16, and repayment, in June 2014, of the loan granted by Atlantia (E2,094,200 thousand).

The following table shows the net cash flows for the two comparative periods generated by the investment in Spea Engineering and relating to dividends payable to the Company in 2015 and 2014 and declared in 2013.

E000 2015 2014

Net cash generated from/(used in) operating activities - -

Net cash generated from/(used in) investing activities 8,000 16,000

Net cash generated from/(used in) financing activities - -

7. Other financial information


7.2 Financial risk management

Financial risk management objectives and policies

In the normal course of its business and finances, the Company is exposed to:a) market risk, principally with respect to the effect of movements in interest and foreign exchange rates on financial

liabilities assumed and financial assets acquired;b) liquidity risk, with regard to ensuring the availability of sufficient financial resources to fund operating activities and

repayment of the liabilities assumed;c) credit risk, linked to both ordinary trading relations and the likelihood of defaults by financial counterparties.

The Company’s financial risk management strategy is derived from and consistent with the business goals set by Atlantia’s Board of Directors that are contained in the various long-term business plans approved annually by the Board, and taking into account Atlantia’s role in the management and coordination of Autostrade per l’Italia.

Market risk

The objective of market risk strategy is to minimise interest rate risk and borrowing costs, as defined in the Financial Policy approved by the Board of Directors of the parent, Atlantia.

Management of these risks is based on prudence and best market practice.

The main objectives set out in this policy are as follows:a) to protect the scenario forming the basis of the long-term plan from the effect of exposure to currency and interest

rate risks, identifying the best combination of fixed and floating rates;b) to pursue a potential reduction of the Group’s borrowing costs within the risk limits determined by the Board of

Directors;c) to manage derivative financial instruments taking account of their potential impact on the results of operations and

financial position in relation to their classification and presentation.

The Company’s derivative hedging instruments as at 31 December 2015 are classified essentially as cash flow hedges in accordance with IAS 39.Details of the criteria used to determine the fair value of derivative financial instruments are provided in note 3.The residual average term to maturity of the Company’s debt as at 31 December 2015 is approximately 7 years. The average cost of medium to long-term debt for 2015 was 4.40%.Monitoring is, moreover, intended to assess, on a continuing basis, counterparty creditworthiness and the degree of risk concentration.

Interest rate risk

Interest rate risk is linked to uncertainty regarding the performance of interest rates, and takes two forms:a) cash flow risk: linked to financial assets and liabilities with cash flows indexed to a market interest rate. In order

to reduce the amount of current and highly likely future floating rate debt, the Company has entered into interest rate swaps (IRSs), classified as cash flow hedges. The hedging instruments and the underlying financial liabilities have matching terms to maturity and notional amounts. Following tests of effectiveness, changes in fair value are essentially recognised in other comprehensive income. The tests conducted revealed the presence of an ineffective portion (E966 thousand), accounted for in profit or loss and linked primarily to the new Forward-Starting IRSs with a total notional value of E2,200 million, variable durations of 6, 7 and 8 years and a weighted average fixed rate of 1.16%, entered into to hedge highly likely future financial liabilities to be assumed through to 2017 in order to meet the Company’s expected financing requirements. Interest income or expense deriving from the hedged instruments is recognised simultaneously in profit or loss;

b) fair value risk: this represents the risk of losses deriving from an unexpected change in the value a financial asset or liability following an unfavourable shift in the market interest rate curve. As at 31 December 2015, the Company has not entered into derivatives classified as fair value hedges.


As a result of cash flow hedges, 96% of interest bearing debt is fixed rate. The remaining 4% subject to a floating rate regards short-term loans in the form of cash deposits by Atlantia and intercompany current account payables due to related parties.

A list of derivative contracts outstanding as at 31 December 2015 (with 31 December 2014 comparatives), showing the corresponding fair value and notional amount, is shown in the table below.

TypeE000

Purpose of hedge 31/12/2015 31/12/2014

Fair value asset/

(liability)

Notional amount

Fair value asset/

(liability)

Notional amount

Cash flow hedges (1)

Interest Rate Swaps Interest rate risk -352,804 3,603,488 -347,583 1,586,744

Total -352,804 3,603,488 -347,583 1,586,744

Derivatives not accounted for as hedges (2)

FX Forwards Currency risk -36 35,914 1,034 31,230

FX Forwards Currency risk 36 -35,914 -1,034 -31,230

Total - - - -

Trading derivatives -352,804 3,603,488 -347,583 1,586,744

of which:

– fair value asset 36 1,034

– fair value liability -352,840 -348,617

(1) The fair value of cash flow hedges excludes accruals at the measurement date.(2) The fair value of these derivatives is classified in short-term assets and liabilities.

Sensitivity analysis

Sensitivity analysis describes the impact that the interest rate and foreign exchange movements to which the Company is exposed would have had on the income statement for 2015 and on equity as at 31 December 2015.

The interest rate sensitivity analysis is based on the exposure of derivative and non-derivative financial instruments at the end of the reporting period, assuming, in terms of the impact on the income statement, a 0.10% (10 bps) shift in the interest rate curve at the beginning of the year, whilst, with regard to the impact of changes in fair value on comprehensive income, the 10 bps shift in the curve was assumed to have occurred at the measurement date. Based on the above analysis, in terms of interest rate risk, an unexpected and unfavourable 10 bps shift in market interest rates would have resulted in a negative impact on the income statement, totalling E597 thousand, and on other comprehensive income, totalling E28,210 thousand, before the related taxation.

Liquidity risk

Liquidity risk relates to the possibility that cash resources may be insufficient to fund the payment of liabilities as they fall due. The Company believes that its ability to generate cash, the ample diversification of its sources of funding and the availability of committed and uncommitted lines of credit provides access to sufficient sources of finance to meet its projected financial needs.


The Company’s cash reserves as at 31 December 2015 are estimated at E3,982,564 thousand made up of:a) E1,948,502 thousand in cash and/or investments maturing in the short term, after net short-term payables due

to Atlantia Group companies, essentially in relation to the Company’s provision of centralised treasury services, as described in notes 5.7 and 5.14;

b) E234,062 thousand in term deposits to part finance the execution of specific works, as described in note 5.4;c) E1,800,000 thousand in undrawn committed lines of credit, with a weighted average residual term to maturity of

approximately eight years and nine months and a weighted average residual drawdown period of approximately two years and three months, details of which are shown in the following table.

Line of creditE000

Drawdown period expires

Final maturity 31/12/2015

Available Drawn Undrawn

Medium/long-term committed EIB line - Tranche B

31/12/2017 31/12/2036 300,000 100,000 200,000

Medium/long-term committed EIB line 2013 31/12/2017 15/09/2037 200,000 - 200,000

Medium/long-term committed EIB line 2013 31/12/2017 15/09/2038 250,000 150,000 100,000

Medium/long-term committed CDP/SACE line

23/09/2016 23/12/2024 1,000,000 200,000 800,000

Medium/long-term committed CDP line 21/11/2020 20/12/2021 700,000 200,000 500,000

Lines of credit 2,450,000 650,000 1,800,000


The following schedule shows the distribution of maturities for medium/long-term financial liabilities outstanding as at 31 December 2015 and 31 December 2014, excluding accrued financial expenses at those dates. E000 31/12/2015

Carrying amount

Total contractual

flows

Within 12 months



After 5 years


Retail bond 2015-2023 -732,921 -847,535 -12,221 -12,188 -36,563 -786,563

Bond 2015-2021 -646,769 -693,897 -7,333 -7,313 -21,938 -657,313

Bond 2015-2025 -496,270 -593,776 -9,401 -9,375 -28,125 -546,875

Bond 2015-2026 -741,571 -888,781 -7,531 -13,125 -39,375 -828,750

Total bond issues -2,617,531 -3,023,989 -36,486 -42,001 -126,001 -2,819,501

Loans from parents

Atlantia loan 2004-2022 -743,264 -802,599 -8,319 -8,093 -24,125 -762,062

Atlantia loan 2004-2024 -987,547 -1,553,770 -61,530 -61,530 -184,590 -1,246,120

Atlantia loan 2009-2016 -882,732 -932,006 -932,006 - - -

Atlantia loan 2009-2038 -149,176 -339,597 -8,341 -8,251 -24,820 -298,185

Atlantia loan 2010-2017 -597,360 -638,154 -21,397 -616,757 - -

Atlantia loan 2010-2025 -500,000 -728,650 -22,865 -22,865 -68,595 -614,325

Atlantia loan 2012-2019 -764,028 -891,292 -36,516 -36,516 -818,260 -

Atlantia loan 2012-2020 -656,890 -783,444 -29,651 -29,651 -724,142 -

Atlantia loan 2012-2032 -35,000 -64,449 -1,733 -1,733 -5,198 -55,785

Atlantia loan 2012-2032 (zero coupon bond) -48,600 -91,910 -2,548 -2,548 -7,643 -79,171

Atlantia loan 2012-2018 -988,549 -1,117,960 -39,320 -39,320 -1,039,320 -

Atlantia loan 2013-2033 -75,000 -130,892 -3,111 -3,103 -9,317 -115,361

Atlantia loan 2013-2021 -750,000 -894,719 -24,164 -24,098 -72,359 -774,098

Atlantia loan 2014-2038 -75,000 -143,949 -2,998 -2,998 -8,993 -128,960

Atlantia loan 2014-2034 -125,000 -207,034 -4,318 -4,318 -12,953 -185,445

Total loans from parents (A) -7,378,146 -9,320,425 -1,198,817 -861,781 -3,000,315 -4,259,512

Bank borrowings

Term Loan Facility - - - - - -

European Investment Bank (EIB) -1,727,508 -2,427,204 -125,646 -159,791 -497,793 -1,643,974

Cassa Depositi e Prestiti and SACE -840,744 -982,370 -38,082 -37,153 -109,317 -797,818

Borrowings linked to grants (2) -106,224 - - - - -

Total bank borrowings (B) -2,674,476 -3,409,574 -163,728 -196,944 -607,110 -2,441,792

Other borrowings

ANAS -127,860 - - - - -

Total other borrowings (C) -127,860 - - - - -

Total medium/long-term borrowings (A + B + C) -10,180,482 -12,729,999 -1,362,545 -1,058,725 -3,607,425 -6,701,304

Derivative liabilities (3)

Interest Rate Swaps -352,804 -611,121 -60,165 -69,631 -237,989 -243,336

Total derivative liabilities -352,804 -611,121 -60,165 -69,631 -237,989 -243,336


(2) Repayment of these non-interest bearing loans is due from ANAS in accordance with the provisions of laws 662/1996, 345/1997 and 135/1997.(3) As at 31 December 2015, expected contractual flows are linked to the hedging of outstanding and highly likely future financial liabilities to meet

funding requirements through to 2017. Expected future cash flows from differentials on interest rate swaps have been projected on the basis of the interest rate fixed at the measurement date.


E000 31/12/2014

Carrying amount

Total contractual

flows

Within 12 months



After 5 years


Total bond issues - - - - - -

Loans from parents

Atlantia loan 2004-2022 -742,269 -826,092 -10,140 -10,168 -30,420 -775,364

Atlantia loan 2004-2024 -986,456 -1,615,300 -61,530 -61,530 -184,590 -1,307,650

Atlantia loan 2009-2016 -1,515,178 -1,675,590 -87,795 -1,587,795 - -

Atlantia loan 2009-2038 -149,176 -347,869 -8,273 -8,341 -24,774 -306,481

Atlantia loan 2010-2017 -1,000,000 -1,107,820 -35,940 -35,940 -1,035,940 -

Atlantia loan 2010-2025 -500,000 -751,515 -22,865 -22,865 -68,595 -637,190

Atlantia loan 2012-2019 -1,000,000 -1,245,000 -49,000 -49,000 -1,147,000 -

Atlantia loan 2012-2020 -750,000 -959,964 -35,010 -35,010 -105,030 -784,914

Atlantia loan 2012-2032 -35,000 -66,182 -1,733 -1,733 -5,198 -57,518

Atlantia loan 2012-2032 (zero coupon bond) -48,600 -94,458 -2,548 -2,548 -7,643 -81,719

Atlantia loan 2012-2018 -984,936 -1,196,600 -39,320 -39,320 -117,960 -1,000,000

Atlantia loan 2013-2033 -75,000 -133,995 -3,103 -3,111 -9,308 -118,473

Atlantia loan 2013-2021 -750,000 -918,816 -24,098 -24,164 -72,293 -798,261

Atlantia loan 2014-2038 -75,000 -147,759 -3,803 -2,998 -8,993 -131,965

Atlantia loan 2014-2034 -125,000 -211,363 -4,318 -4,318 -12,953 -189,774

Total loans from parents (A) -8,736,615 -11,298,323 -389,476 -1,888,841 -2,830,697 -6,189,309

Bank borrowings

Term Loan Facility -159,615 -160,440 -160,440 - - -

European Investment Bank (EIB) -1,729,508 -2,488,430 -124,598 -124,929 -480,693 -1,758,210

Cassa Depositi e Prestiti and SACE -671,734 -832,349 -38,769 -38,379 -112,446 -642,755

Borrowings linked to grants (2) -160,510 - - - - -

Total bank borrowings (B) -2,721,367 -3,481,219 -323,807 -163,308 -593,139 -2,400,965

Other borrowings

ANAS -73,596 - - - - -

Total other borrowings (C) -73,596 - - - - -

Total medium/long-term borrowings (A + B + C) -11,531,578 -14,779,542 -713,283 -2,052,149 -3,423,836 -8,590,274

Derivative liabilities (3)

Interest Rate Swaps -347,583 -460,724 -55,349 -52,187 -152,795 -200,393

Total derivative liabilities -347,583 -460,724 -55,349 -52,187 -152,795 -200,393


(2) Repayment of these non-interest bearing loans is due from ANAS in accordance with the provisions of laws 662/1996, 345/1997 and 135/1997.(3) As at 31 December 2014, expected contractual flows are linked to the hedging of outstanding financial liabilities. Expected future cash flows from

differentials on interest rate swaps have been projected on the basis of the interest rate fixed at the measurement date.

The amounts shown in the tables include interest payments and exclude the impact of any offset agreements.The time distribution of terms to maturity is based on the residual contract term or on the earliest date on which repayment of the liability may be required, unless a better estimate is available.The distribution for liabilities with amortisation schedules is based on the date on which each instalment falls due.


The following table shows the time distribution of expected cash flows from cash flow hedges, and the periods in which they will be recognised in profit or loss.

E000 31/12/2015 31/12/2014

Carrying amount

Expected cash flows (1)

Within 12 months



After 5 years Carrying amount


Within 12 months



After 5 years

Interest rate swaps

Derivative assets - - - - - - - - - - - -


Total cash flow hedges -352,804 -347,583


Accrued income on cash flow hedges - -


E000 31/12/2015 31/12/2014


Within 12 months



After 5 years Expected cash flows (1)

Within 12 months



After 5 years

Interest rate swaps

Expenses on cash flow hedges -358,790 -46,263 -67,186 -168,500 -76,841 -347,583 -37,762 -50,802 -135,449 -123,570


Total income (losses) from cash flow hedges -352,804 -46,263 -67,186 -168,500 -70,855 -347,583 -37,762 -50,802 -135,449 -123,570



The following table shows the time distribution of expected cash flows from cash flow hedges, and the periods in which they will be recognised in profit or loss.

E000 31/12/2015 31/12/2014

Carrying amount


Within 12 months



After 5 years Carrying amount


Within 12 months



After 5 years

Interest rate swaps

Derivative assets - - - - - - - - - - - -


Total cash flow hedges -352,804 -347,583


Accrued income on cash flow hedges - -


E000 31/12/2015 31/12/2014


Within 12 months



After 5 years Expected cash flows (1)

Within 12 months



After 5 years

Interest rate swaps

Expenses on cash flow hedges -358,790 -46,263 -67,186 -168,500 -76,841 -347,583 -37,762 -50,802 -135,449 -123,570


Total income (losses) from cash flow hedges -352,804 -46,263 -67,186 -168,500 -70,855 -347,583 -37,762 -50,802 -135,449 -123,570



Credit risk

Credit risk is the exposure of the Company to potential losses as a result of a default in a counterparty’s obligations.The risk can arise both from factors that are strictly technical and commercial or administrative and legal in nature (disputes regarding the nature quality of service, on the interpretation of contractual provisions, supporting invoices, etc.), as well as from factors that are financial in nature, such as the credit standing of a counterparty.

Trade receivables essentially arise in connection with the provision of services and relate to activities linked to the core business.

These types of receivables include: a) concession fees and royalties receivable in connection with service areas; b) receivables relating to agreements permitting motorway crossings or the location of equipment; c) receivables relating to the sale of goods and services; d) receivables related to property rentals.

Trade receivables, on the other hand, do not include receivables arising in connection with the invoicing of tolls in arrears, following the execution of a novation agreement for this particular type of receivable with the subsidiary, Telepass.

Credit risk deriving from outstanding derivative financial instruments can is considered marginal in that the counterparties involved are the Parent Company, Atlantia, and major financial institutions.

Provisions for impairment losses on individually material items are established when there is objective evidence that the Company will not be able to collect all or any of the amount due. The amount of the provisions takes account of estimated future cash flows and the date of collection, any future recovery costs and expenses, and the value of guarantees. General provisions, based on the available historical and statistical data, are established for items for which specific provisions have not been made. Details of the allowance for bad debts for trade receivables are provided in note 5.6, whilst information on other financial assets is provided in note 5.4.


8.1 Guarantees

The Company guarantees all the bonds issued by the Parent Company, Atlantia, amounting to a total of E8,991,511 thousand and representing 120% of the par value of the bonds (E7,492,926 thousand as at 31 December 2015) (1).

In addition, the Company reports the following outstanding personal and collateral guarantees issued to third parties, including the following material items:a) sureties issued on behalf of certain subsidiaries and associates that operate motorway infrastructure, amounting

to E20,365 thousand;b) the joint and several guarantee issued with Società Autostrada Tirrenica in favour of the Grantor (E8,690 thousand)

following the latter’s release of a surety;c) the pledge to credit institutions, to collateralise loans issued, of shares in Bologna & Fiera Parking (E999 thousand)

and of the 2% interest in Strada dei Parchi (E1,355 thousand), which is subject, in accordance with the agreement entered into with the purchaser, to a put and call option.

8.2 Reserves

As at 31 December 2015, the Company has recognised contract reserves quantified by contractors amounting to approximately E1,597 million (E2,082 million as at 31 December 2014). Based on past experience, only a small percentage of the reserves will actually have to be paid to contractors and, in this case, will be accounted for as an increase in intangible assets deriving from concession rights.Reserves have also been recognised in relation to works not connected to investment (work for external parties and maintenance), amounting to approximately E44 million. The estimated future cost is covered by provisions for disputes accounted for in the financial statements.


This section describes the Company’s principal transactions with related parties, identified as such according to the criteria in the procedure for related party transactions adopted by the parent, Atlantia, in application of art. 2391-bis of the Italian Civil Code, the Regulations adopted by the Commissione Nazionale per le Società e la Borsa (the Consob) in Resolution 17221 of 12 March 2010, as amended. The Procedure, published in the section, “Articles of Association, codes and procedures”, on Atlantia’s website at www.atlantia.it, establishes the criteria to be used in identifying related parties, in distinguishing between transactions of greater and lesser significance and in applying the rules governing the above transactions of greater and lesser significance, and in fulfilling the related reporting requirements.

8. Other information

(1) This amount differs from the amount reported in note 5.14, in relation to the par value of the zero coupon bonds, amounting to €135,000 thousand (to be redeemed at maturity in 2032), as a result of which the Company has received loans of the same amount and term.


The following tables show amounts of a trading or financial nature in the income statement and statement of financial position generated by related party transactions, including those with the Company’s Directors, Statutory Auditors and key management personnel.


E000 31/12/2015 31/12/2015 2015

Assets Liabilities Liabilities Income Expenses

Trading and other assets Trading and other liabilities Trading and other liabilities Trading and other income Trading and other expenses

Trade receivables

Current tax assets

Other trading and other

assets

Total Other non-current

liabilities

Trade payables


Other current

liabilities

Total Revenue from


Contract revenue

Other operating income (2)


materials

Service costs

Staff costs (2)

Lease expense

Other operating

costs

Total (3)

ParentsAtlantia 2,741 10,322 - 13,063 - 2,847 - 25,781 28,628 - - 2,090 2,090 - 762 2,471 114 34 3,381Sintonia - 6,542 - 6,542 - - - - - - - - - - - 34 - - 34Total parents 2,741 16,864 - 19,605 - 2,847 - 25,781 28,628 - - 2,090 2,090 - 762 2,505 114 34 3,415

SubsidiariesAD Moving 3,347 - - 3,347 - 3,265 - - 3,265 - - 5,677 5,677 - 3,469 -98 - 8 3,379Autostrade dell’Atlantico 51 - - 51 - - - - - - - 41 41 - - - - - -Autostrade Meridionali 808 - - 808 - 13,019 - - 13,019 - - 341 341 - 5 -876 - - -871Autostrade Tech 11,726 - 13 11,739 - 4,297 - - 4,297 - - 7,199 7,199 1,263 2,582 -756 - - 3,089Ecomouv 81 - - 81 - - - 333 333 - - - - - - -148 - - -148Electronic Transaction Consultants Co 1,623 - - 1,623 - 383 - - 383 - - - - - - -461 - - -461EsseDiEsse Società di Servizi 7,437 - - 7,437 - 4,904 - - 4,904 - - 5,061 5,061 - 21,441 -850 - - 20,591Giove Clear 582 - - 582 - 1,885 - - 1,885 - - 210 210 - 6,770 -1,124 - - 5,646Infoblu 2,071 - - 2,071 - 645 - - 645 - - 561 561 - 545 -141 - - 404Raccordo Autostradale Valle d’Aosta 385 - - 385 - 3,951 - - 3,951 - - 339 339 - - -141 - - -141Società Italiana pA per il Traforo del Monte Bianco 721 - - 721 - 127 - - 127 - - 343 343 - - -645 - 18 -627Tangenziale di Napoli 523 - - 523 - 11,067 - - 11,067 - - 215 215 - 245 -403 - 378 220Tech Solutions Integrators - - - - - - - - - - - - - - - -615 - 28 -587Telepass 10,358 - 3 10,361 - 6,232 - - 6,232 - - 10,186 10,186 - 9,075 -1,142 - - 7,933Società Autostrada Tirrenica 722 - - 722 - 4,962 - - 4,962 - - 665 665 - 56 -615 - - -559Other subsidiaries (1) 1,001 - 12 1,013 - 111 - 844 955 - - - - - 77 -410 - 26 -307Total subsidiaries 41,436 - 28 41,464 - 54,848 - 1,177 56,025 - - 30,838 30,838 1,263 44,265 -8,425 - 458 37,561

AssociatesBologna and Fiera Parking 1,025 - - 1,025 - - - - - - - - - - - - - - -Pavimental 1,027 - - 1,027 - 157,148 - 5,681 162,829 - - 809 809 4 356,554 -493 259 59 356,383Spea Ingegneria Europea 18,863 - - 18,863 - 69,746 - - 69,746 - - 760 760 - 69,147 769 - - 69,916Other associates (1) 2 - - 2 - 4 - - 4 - - 12 12 - 5 -22 - - -17Total associates 20,917 - - 20,917 - 226,898 - 5,681 232,579 - - 1,581 1,581 4 425,706 254 259 59 426,282Autogrill 35,297 - - 35,297 - 3,833 - - 3,833 2,487 - 66,200 68,687 - 460 - - 266 726Aeroporti di Roma group - - - - - - - - - - - - - - - - - - -United Colors Communication - - - - - - - - - - - - - - - - - - -Other affiliates (1) 337 - - 337 - 180 - - 180 - - 22 22 - 161 -201 - 102 62Total affiliates 35,634 - - 35,634 - 4,013 - - 4,013 2,487 - 66,222 68,709 - 621 -201 - 368 788

Pension fundsASTRI pension fund - - - - - - - 3,602 3,602 - - - - - - 11,519 - - 11,519CAPIDI pension fund - - - - - - - 1,027 1,027 - - - - - - 1,749 - - 1,749Total pension funds - - - - - - - 4,629 4,629 - - - - - - 13,268 - - 13,268

Key management personnelKey management personnel - - - - 2,760 - - 831 3,591 - - - - - - 10,725 - - 10,725Total key management personnel - - - - 2,760 - - 831 3,591 - - - - - - 10,725 - - 10,725Total 100,728 16,864 28 117,620 2,760 288,606 - 38,099 329,465 2,487 - 100,731 103,218 1,267 471,354 18,126 373 919 492,039


The following tables show amounts of a trading or financial nature in the income statement and statement of financial position generated by related party transactions, including those with the Company’s Directors, Statutory Auditors and key management personnel.


E000 31/12/2015 31/12/2015 2015



Trade receivables

Current tax assets


assets


liabilities

Trade payables


Other current

liabilities

Total Revenue from


Contract revenue



materials

Service costs

Staff costs (2)

Lease expense

Other operating

costs

Total (3)

ParentsAtlantia 2,741 10,322 - 13,063 - 2,847 - 25,781 28,628 - - 2,090 2,090 - 762 2,471 114 34 3,381Sintonia - 6,542 - 6,542 - - - - - - - - - - - 34 - - 34Total parents 2,741 16,864 - 19,605 - 2,847 - 25,781 28,628 - - 2,090 2,090 - 762 2,505 114 34 3,415

SubsidiariesAD Moving 3,347 - - 3,347 - 3,265 - - 3,265 - - 5,677 5,677 - 3,469 -98 - 8 3,379Autostrade dell’Atlantico 51 - - 51 - - - - - - - 41 41 - - - - - -Autostrade Meridionali 808 - - 808 - 13,019 - - 13,019 - - 341 341 - 5 -876 - - -871Autostrade Tech 11,726 - 13 11,739 - 4,297 - - 4,297 - - 7,199 7,199 1,263 2,582 -756 - - 3,089Ecomouv 81 - - 81 - - - 333 333 - - - - - - -148 - - -148Electronic Transaction Consultants Co 1,623 - - 1,623 - 383 - - 383 - - - - - - -461 - - -461EsseDiEsse Società di Servizi 7,437 - - 7,437 - 4,904 - - 4,904 - - 5,061 5,061 - 21,441 -850 - - 20,591Giove Clear 582 - - 582 - 1,885 - - 1,885 - - 210 210 - 6,770 -1,124 - - 5,646Infoblu 2,071 - - 2,071 - 645 - - 645 - - 561 561 - 545 -141 - - 404Raccordo Autostradale Valle d’Aosta 385 - - 385 - 3,951 - - 3,951 - - 339 339 - - -141 - - -141Società Italiana pA per il Traforo del Monte Bianco 721 - - 721 - 127 - - 127 - - 343 343 - - -645 - 18 -627Tangenziale di Napoli 523 - - 523 - 11,067 - - 11,067 - - 215 215 - 245 -403 - 378 220Tech Solutions Integrators - - - - - - - - - - - - - - - -615 - 28 -587Telepass 10,358 - 3 10,361 - 6,232 - - 6,232 - - 10,186 10,186 - 9,075 -1,142 - - 7,933Società Autostrada Tirrenica 722 - - 722 - 4,962 - - 4,962 - - 665 665 - 56 -615 - - -559Other subsidiaries (1) 1,001 - 12 1,013 - 111 - 844 955 - - - - - 77 -410 - 26 -307Total subsidiaries 41,436 - 28 41,464 - 54,848 - 1,177 56,025 - - 30,838 30,838 1,263 44,265 -8,425 - 458 37,561

AssociatesBologna and Fiera Parking 1,025 - - 1,025 - - - - - - - - - - - - - - -Pavimental 1,027 - - 1,027 - 157,148 - 5,681 162,829 - - 809 809 4 356,554 -493 259 59 356,383Spea Ingegneria Europea 18,863 - - 18,863 - 69,746 - - 69,746 - - 760 760 - 69,147 769 - - 69,916Other associates (1) 2 - - 2 - 4 - - 4 - - 12 12 - 5 -22 - - -17Total associates 20,917 - - 20,917 - 226,898 - 5,681 232,579 - - 1,581 1,581 4 425,706 254 259 59 426,282Autogrill 35,297 - - 35,297 - 3,833 - - 3,833 2,487 - 66,200 68,687 - 460 - - 266 726Aeroporti di Roma group - - - - - - - - - - - - - - - - - - -United Colors Communication - - - - - - - - - - - - - - - - - - -Other affiliates (1) 337 - - 337 - 180 - - 180 - - 22 22 - 161 -201 - 102 62Total affiliates 35,634 - - 35,634 - 4,013 - - 4,013 2,487 - 66,222 68,709 - 621 -201 - 368 788

Pension fundsASTRI pension fund - - - - - - - 3,602 3,602 - - - - - - 11,519 - - 11,519CAPIDI pension fund - - - - - - - 1,027 1,027 - - - - - - 1,749 - - 1,749Total pension funds - - - - - - - 4,629 4,629 - - - - - - 13,268 - - 13,268

Key management personnelKey management personnel - - - - 2,760 - - 831 3,591 - - - - - - 10,725 - - 10,725Total key management personnel - - - - 2,760 - - 831 3,591 - - - - - - 10,725 - - 10,725Total 100,728 16,864 28 117,620 2,760 288,606 - 38,099 329,465 2,487 - 100,731 103,218 1,267 471,354 18,126 373 919 492,039


E000 31/12/2014 31/12/2014 2014



Trade receivables

Current tax assets


assets


liabilities

Trade payables


Other current

liabilities

Total Revenue from


Contract revenue



materials

Service costs

Staff costs (2)

Lease expense

Other operating

costs

Total (3)

ParentsAtlantia 2,036 - - 2,036 - 1,907 21,069 - 22,976 - - 1,629 1,629 - 37 2,723 114 1 2,875Sintonia - 17,040 - 17,040 - - - - - - - - - - - 46 - - 46Total parents 2,036 17,040 - 19,076 - 1,907 21,069 - 22,976 - - 1,629 1,629 - 37 2,769 114 1 2,921

SubsidiariesAD Moving 3,124 - - 3,124 - 1,772 - - 1,772 - - 6,002 6,002 - 3,376 -68 - 1 3,309Autostrade dell’Atlantico - - - - - - - - - - - 41 41 - - - - - -Autostrade Meridionali 781 - - 781 - 12,207 - - 12,207 - - 316 316 - 5 -836 - - -831Autostrade Tech 10,044 - 13 10,057 - 4,532 - - 4,532 - - 6,876 6,876 464 8,022 -923 - - 7,563Ecomouv 464 - - 464 - - - 265 265 - - - - - - -759 - - -759Ecomouv D & B 438 - - 438 - - - 258 258 - 2,370 1,360 3,730 - - -1 - - -1Electronic Transaction Consultants Co 1,162 - - 1,162 - 278 - - 278 - - - - - - -503 - - -503EsseDiEsse Società di Servizi 9,425 - - 9,425 - 5,611 - - 5,611 - - 5,729 5,729 - 21,700 -619 - - 21,081Giove Clear 414 - - 414 - 1,100 - - 1,100 - - 207 207 - 6,248 -1,021 - - 5,227Infoblu 1,386 - - 1,386 - 1,790 - - 1,790 - - 920 920 - 1,025 -87 - - 938Raccordo Autostradale Valle d’Aosta 141 - - 141 - 3,430 - - 3,430 - - 353 353 - - -145 - - -145Società Italiana pA per il Traforo del Monte Bianco 357 - - 357 - 121 - - 121 - - 373 373 - - -559 - 7 -552Tangenziale di Napoli 517 - - 517 - 11,053 - - 11,053 - - 208 208 - 231 -400 - 378 209Tech Solutions Integrators 4,870 - - 4,870 - 104 - 363 467 - - 316 316 - - -944 - 45 -899Telepass 13,274 - 3 13,277 - 5,151 - - 5,151 - - 9,970 9,970 - 8,836 -1,433 - - 7,403Other subsidiaries (1) 652 - 12 664 - 232 - 609 841 - - - - - 596 -591 - - 5Total subsidiaries 47,049 - 28 47,077 - 47,381 - 1,495 48,876 - 2,370 32,671 35,041 464 50,039 -8,889 - 431 42,045

AssociatesBologna and Fiera Parking 1,025 - - 1,025 - - - - - - - - - - - - - - -Pavimental 1,257 - - 1,257 - 171,998 - 3,770 175,768 - - 1,148 1,148 - 312,258 -513 201 - 311,946Spea Ingegneria Europea 22,605 - - 22,605 - 64,099 - - 64,099 - - 783 783 - 73,923 99 - - 74,022Società Autostrada Tirrenica 794 - - 794 - 5,044 - - 5,044 - - 647 647 - 56 -331 - - -275Other associates (1) 8 - - 8 - 4 - - 4 - - 26 26 - 4 -30 - - -26Total associates 25,689 - - 25,689 - 241,145 - 3,770 244,915 - - 2,604 2,604 - 386,241 -775 201 - 385,667

AffiliatesADR Engineering - - - - - - - - - - - - - - - - - - -Autogrill 35,401 - - 35,401 - 285 - - 285 29,215 - 75,773 104,988 1,659 497 - - - 2,156United Colors Communication - - - - - - - - - - - - - - 1,597 - - - 1,597Other affiliates (1) 215 - - 215 - 1 - - 1 - - - - - 20 -261 - 93 -148Total affiliates 35,616 - - 35,616 - 286 - - 286 29,215 - 75,773 104,988 1,659 2,114 -261 - 93 3,605

Pension fundsASTRI pension fund - - - - - - - 3,874 3,874 - - - - - - 10,216 - - 10,216CAPIDI pension fund - - - - - - - 908 908 - - - - - - 1,697 - - 1,697Total pension funds - - - - - - - 4,782 4,782 - - - - - - 11,913 - - 11,913

Key management personnelKey management personnel (4) - - - - - - - 1,974 1,974 - - - - - - 8,139 - - 8,139Total key management personnel - - - - - - - 1,974 1,974 - - - - - - 8,139 - - 8,139Total 110,390 17,040 28 127,458 - 290,719 21,069 12,021 323,809 29,215 2,370 112,677 144,262 2,123 438,431 12,896 315 525 454,290

(1) This item includes balances for companies where the relevant amount is not material.(2) “Staff costs” include cost recoveries.(3) The total costs for 2015 do not include provisions, totalling €5,804 thousand, for risks associated with Tech Solutions Integrators or provisions

for doubtful trade receivables, totalling €4,531 thousand, described in the relevant note, or provisions of €213 thousand for doubtful trade receivables due from Autogrill.

(4) Autostrade per l’Italia’s “key management personnel” means the Company’s Directors, Statutory Auditors and other key management personnel as a whole.Expenses for each period include emoluments, salaries, benefits in kind, bonuses and other incentives (including the fair value of share-based


E000 31/12/2014 31/12/2014 2014



Trade receivables

Current tax assets


assets


liabilities

Trade payables


Other current

liabilities

Total Revenue from


Contract revenue



materials

Service costs

Staff costs (2)

Lease expense

Other operating

costs

Total (3)

ParentsAtlantia 2,036 - - 2,036 - 1,907 21,069 - 22,976 - - 1,629 1,629 - 37 2,723 114 1 2,875Sintonia - 17,040 - 17,040 - - - - - - - - - - - 46 - - 46Total parents 2,036 17,040 - 19,076 - 1,907 21,069 - 22,976 - - 1,629 1,629 - 37 2,769 114 1 2,921

SubsidiariesAD Moving 3,124 - - 3,124 - 1,772 - - 1,772 - - 6,002 6,002 - 3,376 -68 - 1 3,309Autostrade dell’Atlantico - - - - - - - - - - - 41 41 - - - - - -Autostrade Meridionali 781 - - 781 - 12,207 - - 12,207 - - 316 316 - 5 -836 - - -831Autostrade Tech 10,044 - 13 10,057 - 4,532 - - 4,532 - - 6,876 6,876 464 8,022 -923 - - 7,563Ecomouv 464 - - 464 - - - 265 265 - - - - - - -759 - - -759Ecomouv D & B 438 - - 438 - - - 258 258 - 2,370 1,360 3,730 - - -1 - - -1Electronic Transaction Consultants Co 1,162 - - 1,162 - 278 - - 278 - - - - - - -503 - - -503EsseDiEsse Società di Servizi 9,425 - - 9,425 - 5,611 - - 5,611 - - 5,729 5,729 - 21,700 -619 - - 21,081Giove Clear 414 - - 414 - 1,100 - - 1,100 - - 207 207 - 6,248 -1,021 - - 5,227Infoblu 1,386 - - 1,386 - 1,790 - - 1,790 - - 920 920 - 1,025 -87 - - 938Raccordo Autostradale Valle d’Aosta 141 - - 141 - 3,430 - - 3,430 - - 353 353 - - -145 - - -145Società Italiana pA per il Traforo del Monte Bianco 357 - - 357 - 121 - - 121 - - 373 373 - - -559 - 7 -552Tangenziale di Napoli 517 - - 517 - 11,053 - - 11,053 - - 208 208 - 231 -400 - 378 209Tech Solutions Integrators 4,870 - - 4,870 - 104 - 363 467 - - 316 316 - - -944 - 45 -899Telepass 13,274 - 3 13,277 - 5,151 - - 5,151 - - 9,970 9,970 - 8,836 -1,433 - - 7,403Other subsidiaries (1) 652 - 12 664 - 232 - 609 841 - - - - - 596 -591 - - 5Total subsidiaries 47,049 - 28 47,077 - 47,381 - 1,495 48,876 - 2,370 32,671 35,041 464 50,039 -8,889 - 431 42,045

AssociatesBologna and Fiera Parking 1,025 - - 1,025 - - - - - - - - - - - - - - -Pavimental 1,257 - - 1,257 - 171,998 - 3,770 175,768 - - 1,148 1,148 - 312,258 -513 201 - 311,946Spea Ingegneria Europea 22,605 - - 22,605 - 64,099 - - 64,099 - - 783 783 - 73,923 99 - - 74,022Società Autostrada Tirrenica 794 - - 794 - 5,044 - - 5,044 - - 647 647 - 56 -331 - - -275Other associates (1) 8 - - 8 - 4 - - 4 - - 26 26 - 4 -30 - - -26Total associates 25,689 - - 25,689 - 241,145 - 3,770 244,915 - - 2,604 2,604 - 386,241 -775 201 - 385,667

AffiliatesADR Engineering - - - - - - - - - - - - - - - - - - -Autogrill 35,401 - - 35,401 - 285 - - 285 29,215 - 75,773 104,988 1,659 497 - - - 2,156United Colors Communication - - - - - - - - - - - - - - 1,597 - - - 1,597Other affiliates (1) 215 - - 215 - 1 - - 1 - - - - - 20 -261 - 93 -148Total affiliates 35,616 - - 35,616 - 286 - - 286 29,215 - 75,773 104,988 1,659 2,114 -261 - 93 3,605

Pension fundsASTRI pension fund - - - - - - - 3,874 3,874 - - - - - - 10,216 - - 10,216CAPIDI pension fund - - - - - - - 908 908 - - - - - - 1,697 - - 1,697Total pension funds - - - - - - - 4,782 4,782 - - - - - - 11,913 - - 11,913

Key management personnelKey management personnel (4) - - - - - - - 1,974 1,974 - - - - - - 8,139 - - 8,139Total key management personnel - - - - - - - 1,974 1,974 - - - - - - 8,139 - - 8,139Total 110,390 17,040 28 127,458 - 290,719 21,069 12,021 323,809 29,215 2,370 112,677 144,262 2,123 438,431 12,896 315 525 454,290

(1) This item includes balances for companies where the relevant amount is not material.(2) “Staff costs” include cost recoveries.(3) The total costs for 2015 do not include provisions, totalling €5,804 thousand, for risks associated with Tech Solutions Integrators or provisions

for doubtful trade receivables, totalling €4,531 thousand, described in the relevant note, or provisions of €213 thousand for doubtful trade receivables due from Autogrill.

(4) Autostrade per l’Italia’s “key management personnel” means the Company’s Directors, Statutory Auditors and other key management personnel as a whole.Expenses for each period include emoluments, salaries, benefits in kind, bonuses and other incentives (including the fair value of share-based

incentive plans based on the shares of the parent, Atlantia).In addition to the information shown in the table, the financial statements also include contributions of €1,703 thousand paid on behalf of Directors, Statutory Auditors and other key management personnel (€1,565 thousand in 2014) and the related liabilities of €582 thousand (€460 thousand as at 31 December 2014).



E000 31/12/2015 31/12/2015 2015



Other non-current

financial assets

Current financial

assets deriving

from government

grants

Non-current derivative

assets

Inter- company

current account

receivables


long-term financial

assets

Other current

financial assets


borrowings



Current derivative liabilities

Inter- company

current account

payables


long-term financial

liabilities

Other current

borrowings


income (1)


expenses (1)

Total

Parents

Atlantia - - - - - - - 6,495,414 216,123 400,000 - 13,329 1,077,381 - 8,202,247 25,093 25,093 515,837 515,837

Sintonia - - - - - - - - - - - - - - - - - - -

Total parents - - - - - - 6,495,414 216,123 400,000 - 13,329 1,077,381 - 8,202,247 25,093 25,093 515,837 515,837

Subsidiaries

AD Moving - - - 2,699 - - 2,699 - - - - - - - - 19 19 - -

Autostrade dell’Atlantico - - - - - - - - - - 36 5,397 - - 5,433 6,130 6,130 2,453 2,453

Autostrade Meridionali - - - 11,698 - - 11,698 - - - - - - 18 18 165 165 - -

Autostrade Tech - - - - - - - - - - - 6,442 - - 6,442 1 1 - -

Ecomouv - - - - - - - - - - - - - - - 1,100 1,100 - -

EsseDiEsse Società di Servizi - - - - - - - - - - - 2,862 - - 2,862 - - 1 1

Giove Clear - - - - - - - - - - 219 - - 219 - - - -

Infoblu - - - - - - - - - - - 1,962 - - 1,962 - - 1 1

Raccordo Autostradale Valle d’Aosta - - - - - - - - - - - 3,141 - - 3,141 - - 2 2

Società Italiana pA per il Traforo del Monte Bianco - - - - - - - - - - - 8,083 - - 8,083 - - 2 2

Tangenziale di Napoli 36,240 - - - 6,910 - 43,150 - - - - 18,411 - - 18,411 2,923 2,923 4 4

Tech Solutions Integrators - - - - - - - - - - - 7,087 - - 7,087 - - 2 2

Telepass - - - 282,664 - - 282,664 - - - - - - 2 2 505 505 7,827 7,827

Other subsidiaries (2) - - - - - - - - - - - - - - - - - 49 49

Total subsidiaries 36,240 - - 297,061 6,910 - 340,211 - - - 36 53,604 - 20 53,660 10,843 10,843 10,341 10,341

Associates

Pavimental - - - 76,827 - - 76,827 - - - - - - - - 1,340 1,340 - -

Spea Ingegneria Europea - - - - - - - - - - - 195 - - 195 1 1 - -

Società Autostrada Tirrenica 190,000 - - - 2,952 - 192,952 - - - - 6,713 - - 6,713 9,625 9,625 - -

Other associates (2) - - - - - 121 121 - - - - - - - - 672 672 - -

Total associates 190,000 - - 76,827 2,952 121 269,900 - - - - 6,908 - - 6,908 11,638 11,638 - -

Affiliates

Autogrill - 511 - - - - 511 - - - - - - - - 851 851 - -

Total affiliates - 511 - - - - 511 - - - - - - - - 851 851 - -

Total 226,240 511 - 373,888 9,862 121 610,622 6,495,414 216,123 400,000 36 73,841 1,077,381 20 8,262,815 48,425 48,425 526,178 526,178



E000 31/12/2015 31/12/2015 2015



Other non-current

financial assets

Current financial

assets deriving

from government

grants


assets

Inter- company

current account

receivables


long-term financial

assets

Other current

financial assets


borrowings




Inter- company

current account

payables


long-term financial

liabilities

Other current

borrowings


income (1)


expenses (1)

Total

Parents

Atlantia - - - - - - - 6,495,414 216,123 400,000 - 13,329 1,077,381 - 8,202,247 25,093 25,093 515,837 515,837

Sintonia - - - - - - - - - - - - - - - - - - -

Total parents - - - - - - 6,495,414 216,123 400,000 - 13,329 1,077,381 - 8,202,247 25,093 25,093 515,837 515,837

Subsidiaries

AD Moving - - - 2,699 - - 2,699 - - - - - - - - 19 19 - -

Autostrade dell’Atlantico - - - - - - - - - - 36 5,397 - - 5,433 6,130 6,130 2,453 2,453

Autostrade Meridionali - - - 11,698 - - 11,698 - - - - - - 18 18 165 165 - -

Autostrade Tech - - - - - - - - - - - 6,442 - - 6,442 1 1 - -

Ecomouv - - - - - - - - - - - - - - - 1,100 1,100 - -


Giove Clear - - - - - - - - - - 219 - - 219 - - - -

Infoblu - - - - - - - - - - - 1,962 - - 1,962 - - 1 1





Telepass - - - 282,664 - - 282,664 - - - - - - 2 2 505 505 7,827 7,827

Other subsidiaries (2) - - - - - - - - - - - - - - - - - 49 49

Total subsidiaries 36,240 - - 297,061 6,910 - 340,211 - - - 36 53,604 - 20 53,660 10,843 10,843 10,341 10,341

Associates

Pavimental - - - 76,827 - - 76,827 - - - - - - - - 1,340 1,340 - -

Spea Ingegneria Europea - - - - - - - - - - - 195 - - 195 1 1 - -

Società Autostrada Tirrenica 190,000 - - - 2,952 - 192,952 - - - - 6,713 - - 6,713 9,625 9,625 - -

Other associates (2) - - - - - 121 121 - - - - - - - - 672 672 - -

Total associates 190,000 - - 76,827 2,952 121 269,900 - - - - 6,908 - - 6,908 11,638 11,638 - -

Affiliates

Autogrill - 511 - - - - 511 - - - - - - - - 851 851 - -

Total affiliates - 511 - - - - 511 - - - - - - - - 851 851 - -

Total 226,240 511 - 373,888 9,862 121 610,622 6,495,414 216,123 400,000 36 73,841 1,077,381 20 8,262,815 48,425 48,425 526,178 526,178


E000 31/12/2014 31/12/2014 2014



Other non-current

financial assets

Current financial

assets deriving

from government

grants


assets

Inter- company

current account

receivables


long-term financial

assets

Other current

financial assets


borrowings




Inter- company

current account

payables


long-term financial

liabilities

Other current

borrowings


income (1)


expenses (1)

Total

Parents

Atlantia 12 - - - - - 12 8,736,615 245,232 250,000 - 212,946 237,401 2,779 9,684,973 26,953 26,953 486,613 486,613

Total parents 12 - - - - - 12 8,736,615 245,232 250,000 - 212,946 237,401 2,779 9,684,973 26,953 26,953 486,613 486,613

Subsidiaries

AD Moving - - - 1,093 - - 1,093 - - - - - - - - 14 14 - -

Autostrade dell’Atlantico - - 1,034 - - - 1,034 - - - - 4,452 - - 4,452 3,973 3,973 2,669 2,669

Autostrade Meridionali - - - 12,953 - - 12,953 - - - - - - - - 12,749 12,749 - -

Autostrade Tech - - - - - - - - - - 841 - - 841 15 15 13 13

Ecomouv - - - - 75,233 - 75,233 - - - - - - - - 7,506 7,506 - -

Ecomouv D & B - - - - - - - - - 14,000 - - 205 - 14,205 29 29 318 318


Giove Clear - - - - - - - - - - - 370 - - 370 - - 2 2

Infoblu - - - - - - - - - - - 2,576 - - 2,576 - - 5 5



Stalexport Autostrady - - - - - - - - - - - - - - - - - - -



Telepass - - - 311,982 - 20 312,002 - - - - - - - - 262 262 7,667 7,667

Total subsidiaries 43,149 - 1,034 326,028 81,788 20 452,019 - - 14,000 - 38,420 205 - 52,625 27,557 27,557 12,071 12,071

Associates

Pavimental - - - 92,122 - - 92,122 - - - - - - - - 1,686 1,686 - -

Spea Ingegneria Europea - - - - - 8,000 8,000 - - - - 307 - - 307 1 1 1 1

Società Autostrada Tirrenica - - - - 19 116,668 116,687 - - - - 54 - - 54 7,545 7,545 20 20

Other associates (2) - - - - - 121 121 - - - - 13 - - 13 - - - -

Total associates - - - 92,122 19 124,789 216,930 - - - - 374 - - 374 9232 9,232 21 21

Affiliates

Autogrill - 517 - - - - 517 - - - - - - - - 1,384 1,384 - -

Other affiliates (2) - - - - - - - - - - 1 - - 1 - -

Total affiliates - 517 - - - - 517 - - - - 1 - - 1 1384 1,384 - -

Total 43,161 517 1,034 418,150 81,807 124,809 669,478 8,736,615 245,232 264,000 - 251,741 237,606 2,779 9,737,973 65,126 65,126 498,705 498,705

(1) The table does not include dividends from investees, reversals of impairment losses on financial assets and investments or impairment losses on financial assets and investments.

(2) This item includes balances for companies where the relevant amount is not material.


E000 31/12/2014 31/12/2014 2014



Other non-current

financial assets

Current financial

assets deriving

from government

grants


assets

Inter- company

current account

receivables


long-term financial

assets

Other current

financial assets


borrowings




Inter- company

current account

payables


long-term financial

liabilities

Other current

borrowings


income (1)


expenses (1)

Total

Parents

Atlantia 12 - - - - - 12 8,736,615 245,232 250,000 - 212,946 237,401 2,779 9,684,973 26,953 26,953 486,613 486,613

Total parents 12 - - - - - 12 8,736,615 245,232 250,000 - 212,946 237,401 2,779 9,684,973 26,953 26,953 486,613 486,613

Subsidiaries

AD Moving - - - 1,093 - - 1,093 - - - - - - - - 14 14 - -

Autostrade dell’Atlantico - - 1,034 - - - 1,034 - - - - 4,452 - - 4,452 3,973 3,973 2,669 2,669

Autostrade Meridionali - - - 12,953 - - 12,953 - - - - - - - - 12,749 12,749 - -

Autostrade Tech - - - - - - - - - - 841 - - 841 15 15 13 13

Ecomouv - - - - 75,233 - 75,233 - - - - - - - - 7,506 7,506 - -

Ecomouv D & B - - - - - - - - - 14,000 - - 205 - 14,205 29 29 318 318


Giove Clear - - - - - - - - - - - 370 - - 370 - - 2 2

Infoblu - - - - - - - - - - - 2,576 - - 2,576 - - 5 5



Stalexport Autostrady - - - - - - - - - - - - - - - - - - -



Telepass - - - 311,982 - 20 312,002 - - - - - - - - 262 262 7,667 7,667

Total subsidiaries 43,149 - 1,034 326,028 81,788 20 452,019 - - 14,000 - 38,420 205 - 52,625 27,557 27,557 12,071 12,071

Associates

Pavimental - - - 92,122 - - 92,122 - - - - - - - - 1,686 1,686 - -

Spea Ingegneria Europea - - - - - 8,000 8,000 - - - - 307 - - 307 1 1 1 1

Società Autostrada Tirrenica - - - - 19 116,668 116,687 - - - - 54 - - 54 7,545 7,545 20 20

Other associates (2) - - - - - 121 121 - - - - 13 - - 13 - - - -

Total associates - - - 92,122 19 124,789 216,930 - - - - 374 - - 374 9232 9,232 21 21

Affiliates

Autogrill - 517 - - - - 517 - - - - - - - - 1,384 1,384 - -

Other affiliates (2) - - - - - - - - - - 1 - - 1 - -

Total affiliates - 517 - - - - 517 - - - - 1 - - 1 1384 1,384 - -

Total 43,161 517 1,034 418,150 81,807 124,809 669,478 8,736,615 245,232 264,000 - 251,741 237,606 2,779 9,737,973 65,126 65,126 498,705 498,705

(1) The table does not include dividends from investees, reversals of impairment losses on financial assets and investments or impairment losses on financial assets and investments.

(2) This item includes balances for companies where the relevant amount is not material.


A number of non-recurring transactions and events occurred in 2015, as described in note 6.16. Otherwise, no atypical or unusual transactions, having a material impact on the Group’s income statement and statement of financial position, were entered into during the period, either with third or related parties.

The principal transactions entered into with related parties are described below.

Transactions with parents

The Company is subject to management and coordination by Atlantia, as also provided for in Atlantia’s Corporate Governance Code. A condensed version of Atlantia’s approved financial statements, showing key financial indicators, is included in note 9.

Trading relations with Atlantia include the Company’s provision of administrative, financial and tax services to Atlantia.

Transactions of a financial nature as at 31 December 2015 include medium/long-term loans to the Company from Atlantia, amounting to a total face value of E7,406,526 thousand. This marks a reduction of E1,351.250 thousand compared with 31 December 2014, reflecting partial early repayment of a portion of the loans from Atlantia maturing in 2016, 2017, 2019 and 2020. In 2015, the Company also recognised non-recurring financial expenses payable to Atlantia of E125,486 thousand, following the above non-recurring financial transactions described in detail in note 6.16.The conditions applicable to these loans replicate those of Atlantia’s bond issues, increased by a spread that takes account of the cost of managing the loans. The floating rate loan 2004-2022, with a face value of E750 million, is hedged against interest rate risk through the use of specific derivative financial instruments entered into with Atlantia. As at 31 December 2015, fair value losses on these instruments amount to E216,123 thousand.As a result of the centralised treasury services provided to the Atlantia Group by Autostrade per l’Italia, the current account between the latter and Atlantia has a debit balance of E13,329 thousand as at 31 December 2015. In addition, at the end of 2015, Atlantia has granted Autostrade per l’Italia a short-term loan of E400,000 thousand, as a result of the parent’s cash deposits. With regard to transactions relating to tax (note 5.8), as at 31 December 2015, the Company reports net receivables of E10,322 thousand due from Atlantia, deriving from its participation in the tax consolidation arrangement headed by the parent. The Company is also owed E6,542 thousand by Sintonia relating to the expected refund of income tax (IRES) paid during the periods when this company headed the tax consolidation arrangement.

Finally, as at 31 December 2015, the Company has issued a number of personal guarantees in favour of Atlantia, as reported in note 8.1.

Transactions with subsidiaries and associates

Autostrade per l’Italia provides services to a number of subsidiaries and associates under specific contracts. The criteria used to determine the related fees take account of the estimated commitment of resources, for each company, broken down by area of activity.

In 2015, these contracts primarily regarded the following services:a) administrative, accounting and tax services, operational planning and management controls;b) organisation, management and development of personnel;c) corporate and legal affairs, including the conduct of legal actions;d) the purchase of goods and services and the administration of and accounting for contracts;e) risk management in the mapping of areas of risk, including the analyses required by Legislative Decree 231/01.

Autostrade per l’Italia also provides treasury, insurance and the related risk management services to its subsidiaries.Under specific agreements with the Company’s Italian motorway subsidiaries and associates, the Company also provides services relating to the recording of traffic data and the settlement of amounts due to and from the operators of interconnecting motorways.


Other material transactions involving the purchase of goods and services from subsidiaries and associates include the following:a) the activities involved in motorway construction and maintenance contracts with Spea Engineering, including

design, project management, supervision and infrastructure inspection services, and with Pavimental for the construction of infrastructure, under the related contracts, and for maintenance and road surfacing;

b) relations with Telepass primarily regard a novation agreement by which Telepass collects motorway tolls due to Autostrade per l’Italia by way of the Viacard and Telepass deferred toll payment systems;

c) the services provided by Autostrade Tech following the spin-off to this company of the business unit responsible for the research, development, production, marketing and operation of technology equipment, systems and services;

d) the provision of accounting, credit recovery, human resources, general and real estate services by EsseDiEsse;e) the lease of advertising space along the motorway network to AD Moving.

Transactions of a financial nature include current accounts with Atlantia Group companies as part of the Company’s provision of centralised treasury services. The conditions on these accounts are all at arm’s length.

As at 31 December 2015, the following medium/long-term loans have been disbursed:a) Autostrade Tirrenica, totalling E190,000 thousand, maturing in September 2020;b) Tangenziale di Napoli, totalling E43,150 thousand, maturing in March 2021.

Finally, as at 31 December 2015, following approval, by the Company’s Board of Directors, of Tech Solution Integrators’ liquidation via the “universal transfer” to the Company of all its assets and liabilities (as provided for in French law governing the voluntary liquidation of companies with a sole shareholder), the Company has recognised:a) provisions for additional expenses in connection with the net liabilities to be transferred, amounting to E5,804

thousand, as described in note 6.9;b) a reversal, amounting to E4,673 thousand, of the impairment, in excess of the carrying amount of the investment

in TSI, recognised in 2014, given that the subsidiary’s losses no longer have to be covered via a capital injection, as described in note 6.13;

c) the impairment of trade receivables due to the Company from Tech Solutions Integrators, amounting to a total of E4,531 thousand, is described in note 6.12.

Transactions with other related parties

The Company also engages in transactions with Autogrill and United Colors Communications, with which it shares the same ultimate parent, Edizione Srl.As at 31 December 2015, Autogrill holds 107 food service concessions for service areas along the Company’s motorway network, including 3 operated in temporary consortia with other companies. In 2015, the Company’s revenue arising from its relationship with Autogrill amounted to E67,961 thousand, including E60,974 thousand in royalties and one-off payments relating to the management of service areas. This income is generated by contracts entered into over various years, of which a large part was awarded as a result of transparent and non-discriminatory competitive tenders. A further E2,487 thousand was generated by the transfer, free of charge, of buildings located at certain service areas.The following tables show amounts in the income statement for 2015 and in the statement of financial position as at 31 December 2015 generated by transactions with related parties.

8.4 Disclosures regarding share-based payments

There were no changes, during 2015, in the share-based incentive plans already adopted by the Group as at 31 December 2014 and originally approved by the Annual General Meetings of Atlantia’ shareholders held on 20 April 2011 (later amended by subsequent Annual General Meetings) and 16 April 2014.Details of each plan are contained in specific information circulars prepared pursuant to art. 84-bis of Consob Regulation 11971/1999, as amended, and in Atlantia’s Remuneration Report prepared pursuant to art. 123 ter of the Consolidated Finance Act. These documents, to which reference should be made, are published in the “Remuneration” section of Atlantia’s website at www.atlantia.it.

The following table shows the main aspects of existing incentive plans as at 31 December 2015, including the options and units awarded to directors and employees of the Atlantia Group and changes during 2015 (in terms of new awards


and the exercise, conversion or lapse of rights). The table also shows the fair value (at the grant date) of each option or unit awarded, as determined by a specially appointed expert, using the Monte Carlo model and other assumptions. The amounts have been adjusted for the amendments to the plans originally approved by Atlantia’s shareholders, which were required to ensure plan benefits remained substantially unchanged despite the dilution caused by the bonus issues approved by Atlantia’s shareholders on 20 April 2011 and 24 April 2012.


awarded (***)

Vesting date Exercise/ Grant date

Exercise price(E)

Fair value of each option or unit at

grant date (E)


grant date (years)

Risk free interest

rate used

Expected volatility

(based onhistoric mean)


grant date

2011 SHARE OPTION PLANOptions outstanding as at 1 January 2015– 13 May 2011 grant 279,860 13 May 2014 14 May 2017 14.78 3.48 3.0 - 6.0 2.60% 25.2% 4.09%– 14 October 2011 grant 13,991 13 May 2014 14 May 2017 14.78 (*) (*) (*) (*) (*)


345,887 14 June 2015 14 June 2018 9.66 2.21 3.0 - 6.0 1.39% 28.0% 5.05%– 8 November 2013 grant 1,592,367 8 November 2016 9 November 2019 16.02 2.65 3.0 - 6.0 0.86% 29.5% 5.62%– 13 May 2014 grant 173,762 n.a. (**) 14 May 2017 n.a. (**) (**) (**) (**) (**)

– options exercised in 2014 -209,525– options lapsed in 2014 -43,557

2,167,477

Changes in options in 2015– 15 June 2015 grant 52,359 n.a. (**) 14 June 2018 n.a. (**) (**) (**) (**) (**)

– options exercised -459,762– options lapsed -142,172Options outstanding as at 31 December 2015 1,617,902

2011 SHARE GRANT PLANUnits outstanding as at 1 January 2015– 13 May 2011 grant 192,376 13 May 2014 14 May 2016 n.a. 12.90 4.0 - 5.0 2.45% 26.3% 4.09%– 14 October 2011 grant 9,618 13 May 2014 14 May 2016 n.a. (*) (*) (*) (*) (*)


348,394 14 June 2015 15 June 2017 n.a. 7.12 4.0 - 5.0 1.12% 29.9% 5.05%– 8 November 2013 grant 209,420 8 November 2016 9 November 2018 n.a. 11.87 4.0 - 5.0 0.69% 28.5% 5.62%– units lapsed in 2014 -19,683

750,231

Changes in units in 2015– units converted into shares on 15 May 2015 -97,439– units lapsed -28,699Units outstanding as at 31 December 2015 624,093

MBO SHARE OPTION PLANUnits outstanding as at 1 January 2015– 14 May 2012 grant 96,282 14 May 2015 14 May 2015 n.a. 13.81 3.0 0.53% 27.2% 4.55%– 14 June 2012 grant 4,814 14 May 2015 14 May 2015 n.a. (*) (*) (*) (*) (*)

– 2 May 2013 grant 41,077 2 May 2016 2 May 2016 n.a. 17.49 3.0 0.18% 27.8% 5.38%– 8 May 2013 grant 49,446 8 May 2016 8 May 2016 n.a. 18.42 3.0 0.20% 27.8% 5.38%– 12 May 2014 grant 61,627 12 May 2017 12 May 2017 n.a. 25.07 3.0 0.34% 28.2% 5.47%

253,246

Changes in units in 2015– units converted into shares on 14 May 2015 -101,096Units outstanding as at 31 December 2015 152,150




and the exercise, conversion or lapse of rights). The table also shows the fair value (at the grant date) of each option or unit awarded, as determined by a specially appointed expert, using the Monte Carlo model and other assumptions. The amounts have been adjusted for the amendments to the plans originally approved by Atlantia’s shareholders, which were required to ensure plan benefits remained substantially unchanged despite the dilution caused by the bonus issues approved by Atlantia’s shareholders on 20 April 2011 and 24 April 2012.


awarded (***)


Exercise price(E)

Fair value of each option or unit at

grant date (E)


grant date (years)

Risk free interest

rate used

Expected volatility

(based onhistoric mean)


grant date

2011 SHARE OPTION PLANOptions outstanding as at 1 January 2015– 13 May 2011 grant 279,860 13 May 2014 14 May 2017 14.78 3.48 3.0 - 6.0 2.60% 25.2% 4.09%– 14 October 2011 grant 13,991 13 May 2014 14 May 2017 14.78 (*) (*) (*) (*) (*)


345,887 14 June 2015 14 June 2018 9.66 2.21 3.0 - 6.0 1.39% 28.0% 5.05%– 8 November 2013 grant 1,592,367 8 November 2016 9 November 2019 16.02 2.65 3.0 - 6.0 0.86% 29.5% 5.62%– 13 May 2014 grant 173,762 n.a. (**) 14 May 2017 n.a. (**) (**) (**) (**) (**)

– options exercised in 2014 -209,525– options lapsed in 2014 -43,557

2,167,477

Changes in options in 2015– 15 June 2015 grant 52,359 n.a. (**) 14 June 2018 n.a. (**) (**) (**) (**) (**)

– options exercised -459,762– options lapsed -142,172Options outstanding as at 31 December 2015 1,617,902

2011 SHARE GRANT PLANUnits outstanding as at 1 January 2015– 13 May 2011 grant 192,376 13 May 2014 14 May 2016 n.a. 12.90 4.0 - 5.0 2.45% 26.3% 4.09%– 14 October 2011 grant 9,618 13 May 2014 14 May 2016 n.a. (*) (*) (*) (*) (*)


348,394 14 June 2015 15 June 2017 n.a. 7.12 4.0 - 5.0 1.12% 29.9% 5.05%– 8 November 2013 grant 209,420 8 November 2016 9 November 2018 n.a. 11.87 4.0 - 5.0 0.69% 28.5% 5.62%– units lapsed in 2014 -19,683

750,231

Changes in units in 2015– units converted into shares on 15 May 2015 -97,439– units lapsed -28,699Units outstanding as at 31 December 2015 624,093

MBO SHARE OPTION PLANUnits outstanding as at 1 January 2015– 14 May 2012 grant 96,282 14 May 2015 14 May 2015 n.a. 13.81 3.0 0.53% 27.2% 4.55%– 14 June 2012 grant 4,814 14 May 2015 14 May 2015 n.a. (*) (*) (*) (*) (*)

– 2 May 2013 grant 41,077 2 May 2016 2 May 2016 n.a. 17.49 3.0 0.18% 27.8% 5.38%– 8 May 2013 grant 49,446 8 May 2016 8 May 2016 n.a. 18.42 3.0 0.20% 27.8% 5.38%– 12 May 2014 grant 61,627 12 May 2017 12 May 2017 n.a. 25.07 3.0 0.34% 28.2% 5.47%

253,246

Changes in units in 2015– units converted into shares on 14 May 2015 -101,096Units outstanding as at 31 December 2015 152,150




2011 Share Option Plan

Description As approved by the Annual General Meeting of Atlantia’s shareholders on 20 April 2011, and amended by the Annual General Meeting of Atlantia’s shareholders on 30 April 2013 and 16 April 2014, the 2011 Share Option Plan entails the award of up to 2,500,000 options free of charge in three annual award cycles (2011, 2012 and 2013). Each option will grant beneficiaries the right to purchase one ordinary Atlantia share held in treasury, with settlement involving either physical delivery or, at the beneficiary’s option, a cash payment equivalent to the proceeds from the sale of the shares on the stock exchange organised and managed by Borsa Italiana SpA, after deduction of the full exercise price. The exercise price is equivalent to the average of the official prices of Atlantia’s ordinary shares in the month prior to the date on which Atlantia’s Board of Directors announces the beneficiary and the number of options to be awarded.The options granted will vest in accordance with the Plan terms and conditions and, in particular, only if, on expiration of the vesting period (three years from the date of award of the options to beneficiaries by the Board of Directors), cumulative FFO for the three annual reporting periods preceding expiration of the vesting period, adjusted for a number of specific items (total operating cash flow of the Group, Atlantia or of certain of its subsidiaries – depending on the role held by the various beneficiaries of the Plan), is higher than a pre-established target, unless otherwise decided by the Board of Directors, which has the authority to assign beneficiaries further targets. Vested options may be exercised, in part, from the first day following expiration of the vesting period and, in part, from the end of the first year following expiration of the vesting period and, in any event, in the three years following expiration of the vesting period (subject to the clause in the Plan terms and conditions requiring executive Directors and key management personnel to retain a minimum holding). The maximum number of exercisable options will be calculated on the basis of a mathematical algorithm (which could result in an assignment of some “additional” options) that takes account, among other things, of the current value and the exercise price, plus any dividends paid, so as to cap the realisable gain.

Changes in options in 2015The vesting period for the second award cycle expired on 14 June 2015. In accordance with the Terms and Conditions of this plan, following confirmation of effective achievement of the related performance hurdles, the final value of the shares (the arithmetic mean of the share price in the fifteen days prior to the vesting date) was determined as well as the additional options resulting from dividends paid during the vesting period. On 8 May 2015, Atlantia’s Board of Directors, exercising the authority provided for in the Plan Terms and Conditions, awarded the plan beneficiaries, in place of these additional options, a matching amount of phantom options in such a way that, on exercising the awarded options, the beneficiaries receive a gross amount in cash, determined with a calculation method which allow the beneficiaries to receive a net amount equal to what would have been received if they had exercised the additional options (resulting in the award of shares in Atlantia and payment of the exercise price) and sold the underlying shares in the market. On expiry of the vesting period, this resulted in the award of a total of 52,359 phantom options for the second cycle of the plan. For the reasons given above, the options awarded do not constitute an additional benefit with respect to the benefits established in the Plan Terms and Conditions.

During 2015, a number of beneficiaries exercised vested options and paid the established exercise price; this entailed the allocation to them of Atlantia’s ordinary shares held by the Company as treasury shares. This resulted in the transfer of:a) 99,018 of Atlantia’s ordinary shares to beneficiaries in connection with the first cycle, the vesting period for which

expired on 13 May 2014, accompanied by the exercise of 173,762 phantom options awarded in 2014; following the exercise of these options, the first cycle of the Plan has for all purposes concluded;

b) 186,982 of Atlantia’s ordinary shares to beneficiaries in connection with the second cycle, the vesting period for which expired on 14 June 2015, whilst no phantom options awarded in 2015 were exercised.

Thus, as at 31 December 2015, taking into account lapsed options at that date, the remaining options outstanding total 1,617,902, including 52,359 phantom options awarded under the second cycle (the unit fair values of which, as at 31 December 2015, was measured as E21.29, in place of the unit fair values at the grant date).

2011 Share Grant Plan

Description As approved by the Annual General Meeting of Atlantia’s shareholders on 20 April 2011, and amended by the Annual General Meeting of Atlantia’s shareholders on 30 April 2013, the 2011 Share Grant Plan entails the grant of up to 920,000 units free of charge in three annual award cycles (2011, 2012 and 2013). Each unit will grant beneficiaries


the right to receive one Atlantia ordinary share held in treasury, with settlement involving either physical delivery or, at the beneficiary’s option, a cash payment equivalent to the proceeds from the sale of the shares on the stock exchange organised and managed by Borsa Italiana SpA.The units granted will vest in accordance with the Plan terms and conditions and, in particular, only if, on expiration of the vesting period (three years from the date the units are granted to beneficiaries by the Board of Directors), cumulative FFO for the three annual reporting periods preceding expiration of the vesting period, adjusted for a number of specific items (total operating cash flow of the Group, Atlantia or of certain of its subsidiaries – depending on the role held by the various beneficiaries of the Plan) is higher than a pre-established target, unless otherwise decided by Atlantia’s Board of Directors. Vested units may be converted into shares, in part, after one year from the date of expiration of the vesting period and, in part, after two years from the date of expiration of the vesting period (subject to the clause in the Plan terms and conditions requiring executive Directors and key management personnel to maintain a minimum holding). The number of convertible units will be calculated on the basis of a mathematical algorithm that takes account, among other things, of the current value and initial value of the shares so as to cap the realisable gain.

Changes in units in 2015The vesting period for the second award cycle expired on 14 June 2015. In accordance with the Terms and Conditions of this plan, following confirmation of effective achievement of the related performance hurdles, the units previously awarded vested: these units may be converted into Atlantia’s ordinary shares from 14 June 2016.In addition, with regard to the first award cycle, the vesting period for which expired on 13 May 2014, on 15 May 2015 vested units were converted, in accordance with the Plan Terms and Conditions, into Atlantia’s ordinary shares. As a result, Plan beneficiaries received 97,439 shares held by the Company as treasury shares. The remaining units will be converted into Atlantia’s ordinary shares from 15 May 2016.As at 31 December 2015, taking into account lapsed units at that date, the remaining units outstanding total 624,093.

MBO - Share Grant Plan

Description As approved by the Annual General Meetings of Atlantia’s shareholders on 20 April 2011 and amended by the Annual General Meetings of 30 April 2013 and 16 April 2014, the MBO Share Grant Plan, serving as part payment of the annual bonus for the achievement of objectives assigned to each beneficiary under the Management by Objectives (MBO) plan adopted by the Atlantia Group in 2011, 2012 and 2013, entails the grant of up to 340,000 units free of charge annually for three years (2012, 2013 and 2014). Each unit will grant beneficiaries the right to receive one ordinary share in Atlantia SpA held in treasury.The units granted (the number of which is based on the unit price of the company’s shares at the time of payment of the bonus, and on the size of the bonus effectively awarded on the basis of achievement of the assigned objectives) will vest in accordance with the Plan terms and conditions, on expiration of the vesting period (three years from the date of payment of the annual bonus to beneficiaries, following confirmation that the objectives assigned have been achieved). Vested units will be converted into a maximum number of shares on expiration of the vesting period (subject to the clause in the Plan terms and conditions requiring executive Directors and key management personnel to maintain a minimum holding), on the basis of a mathematical algorithm (which could result in an assignment of some “additional” options) that takes account, among other things, of the current value and initial value of the shares, plus any dividends paid during the vesting period, so as to cap the realisable gain.

Changes in the units in 2015The vesting period for the MBO Plan units awarded in relation to the objectives for 2011 expired on 14 May 2015. In accordance with the Terms and Conditions of this plan, all the units awarded thus vested, resulting in their conversion into Atlantia’s ordinary shares and the allocation to beneficiaries of 101,096 shares held by the parent as treasury shares.In addition, on 8 May 2015, Atlantia’s Board of Directors, exercising the authority provided for in the Plan Terms and Conditions, awarded the plan beneficiaries a gross amount in cash in place of the additional units to be awarded as a result of the payment of dividends during the vesting period. This amount is computed in such a way as to enable beneficiaries to receive a net amount equal to what they would have received in case they had been awarded a number of Atlantia shares equal to the additional units and sold these shares in the market. Following the conversion of these units, there are no remaining units outstanding in relation to the awards for 2012.As at 31 December 2015, the remaining units outstanding total 152,150.

The following table shows the main aspects of the “2014 Phantom Share Option Plan”, unlike the other plans settled


entirely in cash. The table shows the options awarded to directors and employees of the Company and changes (in terms of new awards and the exercise, conversion or lapse of rights, and transfers or secondments to other Atlantia Group companies) during 2015. The table also shows the fair value (at the grant date) of each option awarded, as determined by a specially appointed expert, using the Monte Carlo model and other assumptions.


awarded (*)


Exercise price (E) Fair value of each option or unit at

grant date (E)

Expected expiration at grant date (years)

Risk free interest rate used


historic mean)




– 9 May 2014 grant 1,244,647 9 May 2017 9 May 2020 n.a. (*) 2.88 3.0 - 6.0 1.10% 28.9% 5.47%


1,213,674








DescriptionOn 16 April 2014, the Annual General Meeting of Atlantia’s shareholders approved the new incentive plan named the “2014 Phantom Share Option Plan”, subsequently approved, within the scope of its responsibilities, by Autostrade per l’Italia’s Boards of Directors on 13 June 2014. The plan entails the award of phantom share options free of charge in three annual award cycles (2014, 2015 and 2016), being options that give beneficiaries the right to payment of a gross amount in cash, computed on the basis of the increase in the value of Atlantia’s ordinary shares in the relevant three-year period.In accordance with the Terms and Conditions of the plan, the options granted will only vest if, at the end of the vesting period (equal to three years from the date on which the options were awarded to the beneficiaries by the Board of Directors), a minimum operating/financial performance target for (alternatively) the Group, the Company or for one or more of Autostrade per l’Italia’s subsidiaries, as indicated for each Plan beneficiary (the “hurdle”), has been met or exceeded. The vested options may be exercised from, in part, the first day immediately following the vesting period, with the remaining part exercisable from the end of the first year after the end of the vesting period and, in any event, in the three years after the end of the vesting period (without prejudice to the Terms and Conditions of the plan as regards minimum holding requirements for executive directors and key management personnel). The number of exercisable options is to be computed in application of a mathematical algorithm, taking into account, among other things, the current value, the target value and the exercise price, in order to cap the realisable gain.

Changes in options in 2015On 8 May 2015, Atlantia’s Board of Directors selected the beneficiaries for the second cycle of the plan in question, subsequently approved, within the scope of its responsibilities, by Autostrade per l’Italia’s Boards of Directors on 12 June 2015. This resulted in the award of a total of 1,258,364 phantom options with a vesting period from 8 May 2015 to 8 May 2018 and an exercise period, on achievement of the relevant hurdles, from 9 May 2018 to 8 May 2021.Thus, as at 31 December 2015, taking into account lapsed options at that date, the remaining options outstanding total 2,401,438, including 1,213,674 phantom options awarded under the first cycle and 1,187,764 phantom options awarded under the second cycle (the unit fair values of which as at 31 December 2015 were measured as E4.10 and E2.33, respectively, in place of the unit fair values at the grant date).


The prices of Atlantia’s ordinary shares in the various periods covered by the above plans are shown below:a) price as at 31 December 2015: E24.57;b) price as at 8 May and 15 June 2015 (the grant date for new options or units, as described): E23.58 and E21.73,

respectively;c) the weighted average price for 2015: E23.64;d) the weighted average price for the period 8 May 2015-31 December 2015: E23.89;e) the weighted average price for the period 15 June 2015-31 December 2015: E24.01.

In accordance with the requirements of IFRS 2, as a result of existing plans, in 2015 the Company has recognised staff costs, as indicated in note 6.7, of E7,649 thousand, based on the accrued fair value of the options and units awarded at that date, including E4,509 thousand accounted for as an increase in equity reserves. In contrast, the liabilities represented by phantom share options outstanding as at 31 December 2015 have been recognised in other current and non-current liabilities, based on the assumed exercise date. In addition, the Company has recognised the accrued portion of share-based incentive plans, with regard to the benefits awarded to certain directors and employees at its subsidiaries, in “Investments”, as described in note 5.3.


This section describes the main disputes outstanding and key regulatory aspects in 2015.Current disputes are unlikely to give rise to significant charges for the Company, in addition to the provisions already accounted for in the consolidated financial statements as at and for the year ended 31 December 2015.

Toll increases with effect from 1 January 2016The decrees issued by the Minister of Infrastructure and Transport and Minister of the Economy and Finance on 31 December 2015 sanctioned Autostrade per l’Italia’s right, in accordance with its request to the Grantor, to apply an increase of 1.09% with effect from 1 January 2016, corresponding to the sum of the following components:• 0.00% for inflation; • 0.97% to provide a return capital expenditure via the “X” tariff component;• 0.12% to provide a return on investment via the “K” tariff component.

entirely in cash. The table shows the options awarded to directors and employees of the Company and changes (in terms of new awards and the exercise, conversion or lapse of rights, and transfers or secondments to other Atlantia Group companies) during 2015. The table also shows the fair value (at the grant date) of each option awarded, as determined by a specially appointed expert, using the Monte Carlo model and other assumptions.


awarded (*)


Exercise price (E) Fair value of each option or unit at

grant date (E)

Expected expiration at grant date (years)

Risk free interest rate used


historic mean)






1,213,674








DescriptionOn 16 April 2014, the Annual General Meeting of Atlantia’s shareholders approved the new incentive plan named the “2014 Phantom Share Option Plan”, subsequently approved, within the scope of its responsibilities, by Autostrade per l’Italia’s Boards of Directors on 13 June 2014. The plan entails the award of phantom share options free of charge in three annual award cycles (2014, 2015 and 2016), being options that give beneficiaries the right to payment of a gross amount in cash, computed on the basis of the increase in the value of Atlantia’s ordinary shares in the relevant three-year period.In accordance with the Terms and Conditions of the plan, the options granted will only vest if, at the end of the vesting period (equal to three years from the date on which the options were awarded to the beneficiaries by the Board of Directors), a minimum operating/financial performance target for (alternatively) the Group, the Company or for one or more of Autostrade per l’Italia’s subsidiaries, as indicated for each Plan beneficiary (the “hurdle”), has been met or exceeded. The vested options may be exercised from, in part, the first day immediately following the vesting period, with the remaining part exercisable from the end of the first year after the end of the vesting period and, in any event, in the three years after the end of the vesting period (without prejudice to the Terms and Conditions of the plan as regards minimum holding requirements for executive directors and key management personnel). The number of exercisable options is to be computed in application of a mathematical algorithm, taking into account, among other things, the current value, the target value and the exercise price, in order to cap the realisable gain.

Changes in options in 2015On 8 May 2015, Atlantia’s Board of Directors selected the beneficiaries for the second cycle of the plan in question, subsequently approved, within the scope of its responsibilities, by Autostrade per l’Italia’s Boards of Directors on 12 June 2015. This resulted in the award of a total of 1,258,364 phantom options with a vesting period from 8 May 2015 to 8 May 2018 and an exercise period, on achievement of the relevant hurdles, from 9 May 2018 to 8 May 2021.Thus, as at 31 December 2015, taking into account lapsed options at that date, the remaining options outstanding total 2,401,438, including 1,213,674 phantom options awarded under the first cycle and 1,187,764 phantom options awarded under the second cycle (the unit fair values of which as at 31 December 2015 were measured as E4.10 and E2.33, respectively, in place of the unit fair values at the grant date).


Toll modulation initiativeThe reduced tolls for frequent users, introduced by the Memorandum of Understanding of 24 February 2014 signed by a number of motorway operators, including Autostrade per l’Italia and the trade association, AISCAT, have been extended, at the request of the Minister of Infrastructure and Transport on 31 December 2015, for a further 12 months, and therefore until the end of 2016. Recovery of the revenue lost as a result of the initiative during the period 1 June 2014-31 December 2016 is assured on the basis of the criteria set out in the Memorandum. One of the options for operators requesting such a solution (as notified to the above Ministry by Autostrade per l’Italia) is the application of a specific toll increase to be introduced in the first year of the next regulatory period.

II Addendum to Autostrade per l’Italia’s Single Concession ArrangementOn 10 December 2015, the Ministry of Infrastructure and Transport and Autostrade per l’Italia signed the II Addendum to the Single Concession Arrangement, which has added the Casalecchio - Northbound interchange to Autostrade per l’Italia’s investment commitments. This project requires a commitment to invest up to a total of approximately E157 million, with around E2 million already invested as at 31 December 2015 to cover the cost of design, and the remainder to be paid to ANAS on the basis of the state of progress of the works. ANAS is to build and then manage the road. The Addendum will be effective once the Minister of Infrastructure and Transport and Minister of the Economy and Finance have issued the relevant decree and it has been registered with the Court of Auditors.

Enabling Act on tenders and concessionsEnabling Act 11 of 28 January 2016 regarding tenders and concessions, designed to apply the relevant EU directives and reform the regulations governing public contracts, was published in the Official Gazette of 29 January 2016.In this regard, the legislation has introduced an obligation for public and private entities, who hold an existing or future concession to provide public works or services, to award 80% of the related contracts for works, services or goods, with a value of over E150 thousand, by public tender. The legislation also establishes that the remaining part may be carried out in-house, in the case of public entities, or by direct or indirect subsidiaries or associates in the case of private entities. The legislation provides for a transitional period of adjustment of no more than twenty-four months in the case of existing concessions. The only exclusions from compliance with the above obligation are existing or future concessions awarded in the form of project financing, and existing or future concessions awarded by public tender in accordance with EU law, for which existing legislation governing tenders in force at the date of entry into effect of the enabling act (13 February 2016) will continue to apply.By 18 April 2016, the government is authorised to issue a legislative decree applying the above EU directives, in accordance with the criteria contained in the enabling act.

Litigation regarding the Ministry of Infrastructure and Transport and the Ministry for Economic Development decree of 7 August 2015 and competitive tenders for oil and food services at service areas On 7 August 2015, the Ministry of Infrastructure and Transport and the Ministry for Economic Development issued a decree approving the plan to restructure the motorway service area network. The plan envisages steps to rationalise the network and revisit the manner in which services are provided to motorway users and the tender process for the award of the related concessions, in keeping with the Guidelines of 29 March 2013 and 29 January 2015.

The above Plan envisages, among other things, (i) the closure of 15 service areas on Autostrade per l’Italia’s network and (ii) the option of revisiting the manner in which services are provided by operators. With regard to the above decree and with reference to the competitive tenders for the award of concessions at service areas, a number of challenges have been brought before Lazio Regional Administrative Court, in which Autostrade per l’Italia is a party. These appeals can be summarised as follows:• an appeal, with a request for injunctive relief, brought by Unione Petrolifera, the trade body representing oil service

providers, and notified to AISCAT, with the aim of obtaining the cancellation of the above decree of 7 August 2015 and all other related or connected acts;

• an appeal, with a request for injunctive relief, brought by a number of certain oil service providers (Q8, TotalErg, API) with the aim of obtaining the cancellation of the above decree of 7 August 2015 and all other related or connected acts;

• an appeal, with a request for injunctive relief, brought by Maglione Srl (Sarni group), with the aim of contesting the tender process for the award of a unified concession called by the Advisor, Roland Berger, appointed by Autostrade per l’Italia;


• appeals, with in some cases a request for injunctive relief, brought by individual oil service providers, with the aim of obtaining the cancellation of the above decree of 7 August 2015 and all other related or connected acts, including those regarding the competitive tenders called and those relating to the closure of service areas. Certain appeals also involve claims for compensation;

• an appeal brought by trade bodies representing oil service providers, contesting initial calls for tenders for oil service concessions, published by Autostrade per l’Italia in June 2015, and the related acts.

The requests for injunctive relief have been turned down. In some cases, the plaintiffs have appealed to the Council of State against the refusal to grant injunctive relief; as of 4 March 2016, these appeals have also been rejected.In addition, the acts relating to a number of competitive tenders for oil service concessions, forming part of the first tranche of awards, have been challenged before Lazio Regional Administrative Court by TotalErg and ENI. In particular, the requests for injunctive relief filed by the plaintiff, TotalErg, regarding awards in the first tranche have been rejected by both the Regional Administrative Court and the Council of State. The two plaintiffs, TotalErg and ENI, have requested a hearing on the merits of the second tranche of awards.Hearings on the merits of the above challenges at Lazio Regional Administrative Court are, if scheduled, expected to take place from April 2016.

Accident on the Acqualonga viaduct on the A16 Naples-Canosa motorway on 28 July 2013On 28 July 2013, there was an accident, involving a coach travelling along the Naples-bound carriageway (at km 32+700) of the Acqualonga viaduct on the A16 Naples-Canosa motorway, operated by Autostrade per l’Italia. At the beginning of 2015, all those under investigation, including the Chief Executive Officer, received notice of completion of the preliminary investigation. Including executives, former managers and former employees, twelve of Autostrade per l’Italia’s employees are under investigation. At the preliminary hearing held on 22 October 2015, after two adjournments due to irregularities in the writs of summons, the court admitted the entry of appearance of the civil parties and ordered, at the request of the civil parties, the citation of Autostrade per l’Italia and Reale Mutua (the company that insured the coach) as liable in civil law. At the hearing of 17 December 2015, Autostrade per l’Italia and Reale Mutua were represented in court and the Public Prosecutors concluded their briefs requesting the indictment of all the defendants.At the hearing of 14 January 2016, evidence was presented by the attorneys for the defendants and the civil parties. Discussion of the defence of all the accused took place at the hearing of 22 February 2016 and will continue at the hearing of 14 March 2016.To date, approximately 60% of the civil parties have received compensation and have, therefore, withdrawn their actions following payment of their claims by Autostrade per l’Italia’s insurance provider under the existing general liability policy.In addition to the criminal proceedings, a number of civil actions have been brought and were recently combined by the Civil Court of Avellino.Following the combination of the various proceedings, judgement is pending before the Civil Court of Avellino in relation to: (i) the original action brought by Reale Mutua Assicurazioni, the company that insured the coach, in order to make the maximum claim payable available to the damaged parties, including Autostrade per l’Italia (E6 million), (ii) subsequent claims, submitted as counterclaims or on an individual basis, by a number of damaged parties, including claims against Autostrade per l’Italia.Subject to the permission of the court, Autostrade per l’Italia intends to refer claimants to its insurance provider (Swiss Re International), with a view to being indemnified against any claims should it lose the case.In addition, as a result of the accident, the Autorità di Vigilanza sui Contratti Pubblici (the Authority for the Control of Public Contracts, now known as the Autorità Nazionale Anticorruzione, Italy’s National Anti-Corruption Authority) launched an investigation of Autostrade per l’Italia regarding maintenance, carried out over the years, of the section of the A16 Naples-Canosa motorway including the above Acqualonga viaduct. On completing its investigation, the National Anti-Corruption Authority published resolution 30 of 22 December 2014, registered on 22 January 2015, stating that it had found clear evidence of irregularities in the work carried out in 2012 in order to upgrade the safety barriers on the Naples-Canosa section, which should also have included, according to the Authority, the Acqualonga viaduct.Based on the opinion of its own technical units, Autostrade per l’Italia responded to the Authority on 24 February 2015, contesting the conclusions contained in the above resolution.

Investigation by the Public Prosecutor’s Office in Prato of a fatal accident to a worker employed by Pavimental On 27 August 2014, a worker employed by Pavimental SpA – the company contracted by Autostrade per l’Italia to carry out work on the widening of the A1 to three lanes – was involved in a fatal accident whilst at work. In response, the Public Prosecutor’s Office in Prato has placed a number of Pavimental personnel under criminal investigation for reckless homicide, alleging violation of occupational health and safety regulations.


In December 2014, Autostrade per l’Italia was notified of a request for information from the Company, together with a request to appoint a defence counsel and elect an address for service, given that the Company is considered a juridical person under investigation in accordance with Legislative Decree 231/2001 (regarding the administrative responsibility of corporate entities).The crime of which Autostrade per l’Italia is accused is that defined in art. 25 septies of Legislative Decree 231/2001, in relation to art. 589, paragraph 3 of the penal code (“Reckless homicide committed in violation of occupational health and safety regulations”).The suspects include Autostrade per l’Italia’s Project Manager. Pavimental has also been ordered to hand over documentation. Preliminary investigations are underway and a preliminary hearing has been requested by the defence counsel of one of the suspects employed by Pavimental, with the aim of appointing experts to reconstruct the dynamics of the fatal accident.The hearing, held to examine the experts’ report, took place on 5 February 2016, during which the expert appointed by the court concluded that the company’s Organisational, Management and Control Model, required by Legislative Decree 231/2001, and the related procedures were broadly in compliance with the Decree.At the hearing of 24 February 2016, scheduled to enable the defendants’ attorneys to respond, the preliminary hearing held to examine the experts’ report came to an end. The decision of the Public Prosecutor’s office is now awaited.

Investigation by the Public Prosecutor’s Office in Florence of the state of New Jersey barriers installed on the section of motorway between Barberino and Roncobilaccio On 23 May 2014, the Public Prosecutor’s Office in Florence issued an order requiring Autostrade per l’Italia to hand over certain documentation, following receipt, on 14 May 2015, of a report from Traffic Police investigators in Florence noting the state of disrepair of the New Jersey barriers on the section of motorway between Barberino and Roncobilaccio. The report alleges negligence on the part of unknown persons, as defined by art. 355, paragraph 2.3 of the penal code (breach of public supply contracts concerning “goods or works designed to protect against danger or accidents to the public”).At the same time, the Prosecutor’s Office ordered the seizure of the New Jersey barriers located along the right side of the carriageways between Barberino and Roncobilaccio, on ten viaducts, ordering Autostrade per l’Italia to take steps to ensure safety on the relevant sections of motorway. This seizure was executed on 28 May 2014.In June 2014, Autostrade per l’Italia’s IV Section Department handed over the requested documents to the Police. The documentation concerns the maintenance work carried out over the years on the safety barriers installed on the above section of motorway.In October 2014, addresses for service were formally nominated for a former General Manager and an executive of Autostrade per l’Italia, both under investigation in relation to the crime defined in art. 355 of the penal code.In addition, at the end of November 2014, experts appointed by the Public Prosecutor’s Office, together with experts appointed by Autostrade per l’Italia, carried out a series of sample tests on the barriers installed on the above motorway section to establish their state of repair.Following the experts’ tests, the barriers were released from seizure. Preliminary investigations are still in progress, given that the Public Prosecutor’s Office has yet to take a final decision.

Proceedings before the Supreme Court - Autostrade per l’Italia versus Craft Srl (Judgement no. 22563/2015)Craft Srl holds a patent for a type of speed check equipment. In 2006, Craft filed suit against Autostrade per l’Italia, claiming that the IT system used by the latter for its speed checks (“Sicve Tutor”) infringed its patent and requesting the court to, therefore, find in its favour and declare an infringement of its patent. The related claim for damages from Autostrade per l’Italia amounted to approximately E1.8 million.Autostrade per l’Italia filed a counterclaim, requesting that Craft’s patent be declared null and void on the grounds that the patent did not meet the requirements of novelty and innovation. The court of first instance rejected both Craft’s claim and Autostrade per l’Italia’s counterclaim.Craft then appealed and the court found that Autostrade per l’Italia had not infringed the patent and that Craft’s patent was valid.In 2012, Autostrade per l’Italia appealed the second judgement before the Supreme Court (Corte di Cassazione), requesting that the case be referred to the Court of Appeal for a judgement declaring the patent null and void.Craft, for its part, filed a cross-appeal, repeating its request for a judgement upholding its claim that its patent had been infringed.On 4 November 2015, the First Civil Section of the Supreme Court handed down judgement no. 22563, rejecting Autostrade per l’Italia’s appeal and confirming the judgement handed down by the court of second instance in relation to validity of the patent. The Court also upheld Craft’s cross-appeal, revoking the previous judgement on the basis of inadequate grounds and referring the case to the Court of Appeal in Rome, before different judges.


There will, therefore, be a new hearing before the Court of Appeal in Rome, to be held by 5 December 2016. The Court must decide whether or not Craft has incurred damages as a result of Autostrade per l’Italia’s infringement of its patent.

Autostrade per l’Italia -Autostrade Tech against Alessandro Patanè and companies linked to him On 14 August 2013, Autostrade per l’Italia and Autostrade Tech served a writ on Mr. Alessandro Patanè and the companies linked to him with the aim of protecting the Group’s position, following repeated claims filed by Mr. Patanè regarding ownership of the software used in the SICVe (Safety Tutor) system. Patanè responded by filing a counterclaim that included, among other things, a claim for damages of approximately E7.5 billion and permission to summons numerous third parties.At the hearing of 19 November 2015, the court, having noted Autostrade per I’Italia and Autostrade Tech’s refusal to accept the settlement proposed by Mr. Patanè during the previous hearing of 10 June 2015 (a “settlement based on the payment of E240 million for a 20-year licence to use the Tutor software from 2006, and the waiver of any other future claim”), reserved judgement on the objections put forward by Autostrade per I’Italia and Autostrade Tech regarding the inadmissibility of the counterclaim and the request to summons third parties given that they were filed late by Mr. Patanè and his companies.On 10 December 2015, the court announced its decision, declaring that the plaintiffs had filed their claims late and that the counterclaim and summons of third parties were, therefore, inadmissible. The hearing was adjourned until 9 November 2016, when the case will be heard.

Appeals brought before the Civil Court of Rome and the Court of Latina in accordance with art. 700 of the Code of Civil ProcedureOn 24 November 2015 and 4 January 2016, Mr. Patanè and the companies linked to him (MPA Group Srl and Alessandro Patanè Srl) filed two urgent appeals, the first in Rome, against Autostrade per l’Italia, Autostrade Tech, Atlantia and Edizione, the second in Latina, citing ANAS and Deloitte & Touche.On an urgent preliminary basis, without hearing the defendants, and then with regard to the merits, the appellants made various requests, largely the same as those contained in the counterclaim filed by Mr. Patanè within the context of the action brought by Autostrade per l’Italia and Autostrade Tech against Alessandro Patanè and the companies linked to him.In both the above actions, the courts turned down the appeals, ordering Mr. Patanè and the companies linked to him to pay the legal expenses of all the parties involved.

Claim for damages from the Ministry of the EnvironmentThe criminal case (initiated in 2007 and relating to events in 2005) pending before the Court of Florence involves two of Autostrade per l’Italia’s managers and another 18 people from contractors, who are accused of violating environmental laws relating to the reuse of soil and rocks resulting from excavation work during construction of the Variante di Valico. A total of seven hearings were held between September and December 2014, in order to hear evidence from certain witnesses and experts called on by a number of the parties involved.Numerous hearings were then held in 2015, during which all the witnesses for the prosecution were heard.In particular, at the hearing of 12 January 2015, in response to matching objections raised by the counsel for the defence, the court issued a lengthy order establishing that the reports on the inspections conducted by the Police, with particular reference to the sampling report collected by the Police under the above warrant, and the ensuing laboratory analyses of the samples, were null and void due to procedural irregularities. Similarly, the reports on the laboratory analyses of the samples collected by ARPAT staff in exercising their regulatory powers were also declared null and void and thus returned to the investigating magistrate as they may no longer be used as evidence.In response, the investigating magistrate filed an objection to the judge which, in the order dated 9 February 2015, was declared inadmissible by the court appointed to rule on such objections at the Florence Court of Appeal, in view of the absence of any grounds for the objection.The witnesses and experts called by the defence are currently being heard. Once this process has been completed, the preliminary hearing will conclude.

Investigation by the Public Prosecutor’s Office in Vasto of the fatal motorway accident of 21 September 2013Following the motorway accident of 21 September 2013 at km 450 of the A14, operated by Autostrade per l’Italia, in which several people were killed, the Public Prosecutor’s Office in Vasto has launched a criminal investigation, initially against persons unknown.


On 23 March 2015, the Chief Executive Officer and, later, further two executives of the Company received notice of completion of the investigation, containing a formal notification of charges.The charges relate to negligent cooperation resulting in reckless manslaughter. The Public Prosecutor, following initiatives taken by the defence counsel, has requested that the case be brought to court. Due to irregularities in the writs of summons sent to the defendants, the preliminary hearing was adjourned until 1 March 2016. At this hearing, the case was adjourned until 17 May 2016.

Società Infrastrutture Toscane SpA (in liquidation)On 25 March 2015, a general meeting of Società Infrastrutture Toscane’s shareholders voted to place the company in liquidation and proceeded to appoint a receiver. Furthermore, in a ruling dated 26 May 2015, the Court of Florence declared the action brought by all SIT’s shareholders, including Autostrade per l’Italia, opposing the court order applied for by Generali Italia to be terminated (Generali Italia was challenging Tuscany Regional Authority’s attempt to enforce the guarantee provided within the context of the initiative).



Key indicators extracted from the most recent financial statements of the parent, Atlantia, which exercises management and coordination of the Company, are shown below.These financial statements are available to the public at the Company’s registered office or on line in the section “Financial statements and reports” at www.atlantia.it.

ATLANTIA SpA KEY INDICATORS FROM THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2014

E000

STATEMENT OF FINANCIAL POSITION

Non-current assets 17,870,060

Current assets 769,991

Total assets 18,640,051

Equity 9,437,975

– of which issued capital 825,784

Non-current liabilities 8,911,880

Current liabilities 290,196

Total liabilities and equity 18,640,051

INCOME STATEMENT

Operating income 1,592

Operating costs -23,151

Operating loss -21,559

Profit for the year 686,217

9. Key indicators extracted from the most recent financial statements of the company exercising management and coordination, as defined by article 2497-bis of the italian civil code


Annex 1 • Disclosures pursuant to article 149-duodecies of the Consob Regulation for Issuers 11971/1999:Annex 2 • Traffic figures (pursuant to the CIPE Resolution of 20 December 1996):Annex 3 • Table of investment required by article 2 of the Single Concession Arrangement of 2007:Annex 4 • Subsidiaries, associates and joint ventures accounted for using the equity method (article 3, point 1.1 of the

2007 Single Concession Arrangement):

The above annexes are unaudited.

Annexes to the financial statements


Disclosures pursuant to article149-duodecies of the Consob Regulation for Issuers 11971/1999

SOCIETÀ AUTOSTRADE PER L’ITALIA SpA

Type of service Provider of service Fees (E000)

Audit Parent Company’s auditor 188

Certification Parent Company’s auditor (1) 23

Other services Parent Company’s auditor (2) 77

Other services Associate of Parent Company’s auditor (3) 17

Total 305

(1) Opinion on payment of the interim dividend for 2015. (2) Signature of consolidated and 770 tax forms, agreed upon procedures for data and accounting information and comfort letters on offering

circulars.(3) Checks on income tax applied to employees and obligations as withholding agent.

Traffic figures (pursuant to the CIPE Resolution of 20 December 1996)

The figures for toll paid kilometres travelled shown in the following tables relate to traffic during the year paying the toll surcharge, pursuant to article 15 of Law 531/1982 as amended by Law 407/1990 and, therefore, in addition to not including non-paying traffic, the figures exclude traffic that failed to pay the required toll and that was only recorded when the toll was subsequently paid. The following are categories of non-paying traffic: traffic exempted by agreement or for operational reasons (company vehicles, motorway police, ACI, which provides breakdown services, emergency vehicles and employees travelling to work); estimates traffic during toll collectors’ strikes; and other non-paying traffic (users who fail to pay the required toll, etc.).

Law 102/2009, which has abolished the motorway toll surcharge, at the same time introducing an addition to the concession fee to be paid by Italian motorway operators. This is calculated on the basis of the number of kilometres travelled by each vehicle. The amounts, which are to be passed on to ANAS, are recouped via a matching increase in the tolls charged to road users. Whilst not having an impact on the Company’s results, this regulatory change, which was effective from 5 August 2009, has led to increases of equal amounts in toll revenues and concession fees from this date.

The kilometres travelled on Autostrade per l’Italia’s network, as reported in the sub-section “Traffic”, in the section “Italian motorways” in the “Report on operations”, regard all traffic using the network, including traffic for which the relevant toll was not paid, recognised at the time effective use of the motorway is recorded.

Annex 1

Annex 2


AUTOSTRADE PER L’ITALIA: WHOLE NETWORK

Month

Toll class Total

A B 3 4 5 Plains Mountains Overall

Plains Mountains Plains Mountains Plains Mountains Plains Mountains Plains Mountains

January 1,957,405 395,286 228,247 43,982 38,447 6,744 28,882 6,261 284,413 63,257 2,537,394 515,530 3,052,924

February 1,725,457 335,324 231,679 43,784 40,051 6,895 30,985 6,623 293,775 66,196 2,321,947 458,822 2,780,769

March 2,093,302 411,050 283,763 54,549 47,519 8,415 35,888 7,651 334,516 75,445 2,794,988 557,110 3,352,098

April 2,349,377 476,479 297,270 58,764 47,704 8,697 34,093 7,343 316,985 71,592 3,045,429 622,875 3,668,304

May 2,442,853 505,562 316,327 62,743 49,950 9,614 34,522 7,540 317,678 71,071 3,161,330 656,530 3,817,860

June 2,539,954 535,262 312,556 62,676 52,233 10,453 34,647 7,531 327,440 73,094 3,266,830 689,016 3,955,846

July 2,990,818 652,128 335,094 66,977 59,879 12,099 37,983 8,170 357,034 79,213 3,780,808 818,587 4,599,395

August 3,377,881 749,404 272,831 58,236 45,911 10,550 23,604 5,331 238,797 57,887 3,959,024 881,408 4,840,432

September 2,589,775 534,005 320,568 63,515 53,734 10,653 36,643 7,867 341,366 77,546 3,342,086 693,586 4,035,672

October 2,371,341 458,416 315,995 60,806 50,536 9,151 37,575 7,909 347,696 78,255 3,123,143 614,537 3,737,680

November 2,109,218 406,476 275,902 52,684 46,375 8,208 35,160 7,288 330,294 74,295 2,796,949 548,951 3,345,900

December 2,313,109 460,121 264,136 51,431 42,996 7,674 32,664 6,743 300,733 67,285 2,953,638 593,254 3,546,892

Year 28,860,490 5,919,513 3,454,368 680,147 575,335 109,153 402,646 86,257 3,790,727 855,136 37,083,566 7,650,206 44,733,772

MOTORWAY: MILAN-NAPLESSection: A1 Milan-Bologna

Month

Toll class Total



January 267,346 - 32,798 - 6,596 - 6,019 - 53,990 - 366,749 - 366,749

February 238,464 - 33,502 - 6,943 - 6,322 - 55,808 - 341,039 - 341,039

March 305,089 - 42,246 - 8,233 - 7,308 - 63,969 - 426,845 - 426,845

April 340,062 - 44,159 - 8,269 - 6,953 - 60,855 - 460,298 - 460,298

May 367,349 - 47,614 - 8,494 - 7,017 - 60,644 - 491,118 - 491,118

June 385,234 - 46,266 - 8,818 - 7,034 - 62,030 - 509,382 - 509,382

July 448,573 - 48,508 - 10,247 - 7,689 - 67,405 - 582,422 - 582,422

August 488,025 - 38,509 - 7,544 - 4,714 - 43,691 - 582,483 - 582,483

September 396,866 - 49,913 - 9,269 - 7,574 - 64,478 - 528,100 - 528,100

October 368,120 - 48,389 - 8,675 - 7,650 - 65,913 - 498,747 - 498,747

November 304,090 - 40,355 - 7,818 - 7,270 - 61,984 - 421,517 - 421,517

December 314,256 - 37,825 - 7,128 - 6,708 - 56,689 - 422,606 - 422,606

Year 4,223,474 - 510,084 - 98,034 - 82,258 - 717,456 - 5,631,306 - 5,631,306

MOTORWAY: MILAN-NAPLESSection: A1 Bologna-Florence

Month

Toll class Total



January 110 80,485 13 10,942 1 2,027 1 2,163 6 19,508 131 115,125 115,256

February 93 64,200 11 10,701 1 2,057 1 2,221 6 19,827 112 99,006 99,118

March 108 83,021 14 13,875 2 2,592 1 2,625 6 22,830 131 124,943 125,074

April 108 94,419 14 14,989 2 2,624 1 2,524 6 21,401 131 135,957 136,088

May 112 101,189 14 15,957 2 2,833 1 2,626 6 21,543 135 144,148 144,283

June 106 100,018 15 15,508 2 3,028 1 2,563 6 22,005 130 143,122 143,252

July 112 118,719 15 15,869 2 3,355 1 2,830 7 23,723 137 164,496 164,633

August 89 143,680 12 13,727 1 2,734 1 1,697 4 15,506 107 177,344 177,451

September 107 108,474 15 16,360 2 3,104 2 2,814 6 22,530 132 153,282 153,414

October 111 95,681 15 15,702 2 2,754 1 2,844 6 23,353 135 140,334 140,469

November 103 81,592 13 13,267 1 2,477 1 2,712 6 22,382 124 122,430 122,554

December 106 95,673 13 12,915 2 2,305 1 2,520 6 20,778 128 134,191 134,319

Year 1,265 1,167,151 164 169,812 20 31,890 13 30,139 71 255,386 1,533 1,654,378 1,655,911

Toll paying traffic by month (in thousands of kilometres travelled) - Year 2015


MOTORWAY: MILAN-NAPLESSection: A1 Florence-Rome

Month

Toll class Total



January 247,873 - 29,177 - 4,646 - 4,910 - 45,878 - 332,484 - 332,484

February 203,870 - 29,123 - 4,645 - 5,178 - 45,826 - 288,642 - 288,642

March 249,522 - 36,504 - 5,719 - 6,176 - 52,977 - 350,898 - 350,898

April 292,342 - 38,940 - 5,771 - 5,858 - 49,774 - 392,685 - 392,685

May 293,296 - 40,928 - 5,943 - 6,017 - 50,194 - 396,378 - 396,378

June 287,064 - 39,786 - 6,081 - 5,926 - 50,690 - 389,547 - 389,547

July 330,507 - 41,879 - 6,777 - 6,474 - 54,382 - 440,019 - 440,019

August 424,532 - 35,381 - 5,593 - 3,953 - 37,197 - 506,656 - 506,656

September 308,497 - 41,087 - 6,372 - 6,359 - 52,367 - 414,682 - 414,682

October 284,572 - 41,060 - 6,024 - 6,529 - 54,035 - 392,220 - 392,220

November 253,402 - 35,845 - 5,643 - 6,268 - 52,447 - 353,605 - 353,605

December 307,952 - 35,370 - 5,388 - 6,063 - 48,936 - 403,709 - 403,709

Year 3,483,429 - 445,080 - 68,602 - 69,711 - 594,703 - 4,661,525 - 4,661,525

MOTORWAY: MILAN-NAPLESSection: A1 Fiano-San Cesareo

Month

Toll class Total



January 14,270 11,613 2,001 1,503 425 267 372 196 4,453 2,161 21,521 15,740 37,261

February 10,663 9,458 1,945 1,488 424 264 399 211 4,452 2,157 17,883 13,578 31,461

March 13,140 11,416 2,414 1,808 509 308 469 245 5,075 2,464 21,607 16,241 37,848

April 17,722 13,937 2,621 1,903 509 314 440 237 4,765 2,316 26,057 18,707 44,764

May 16,667 13,589 2,720 1,987 509 322 457 243 4,824 2,352 25,177 18,493 43,670

June 16,839 13,779 2,613 1,950 518 331 458 243 4,895 2,379 25,323 18,682 44,005

July 20,900 16,259 2,827 2,105 580 359 500 266 5,224 2,530 30,031 21,519 51,550

August 33,031 20,617 2,517 1,720 483 299 306 161 3,590 1,733 39,927 24,530 64,457

September 18,770 14,682 2,732 2,000 553 346 491 263 5,035 2,450 27,581 19,741 47,322

October 16,290 13,567 2,758 2,054 539 339 504 270 5,178 2,524 25,269 18,754 44,023

November 13,994 12,283 2,406 1,849 520 326 482 258 4,981 2,452 22,383 17,168 39,551

December 19,344 15,078 2,494 1,838 519 321 466 248 4,706 2,302 27,529 19,787 47,316

Year 211,630 166,278 30,048 22,205 6,088 3,796 5,344 2,841 57,178 27,820 310,288 222,940 533,228

MOTORWAY: MILAN-NAPLESSection: A1 Rome-Naples

Month

Toll class Total



January 254,910 - 26,997 - 3,974 - 3,099 - 30,677 - 319,657 - 319,657

February 215,679 - 26,439 - 3,956 - 3,349 - 30,942 - 280,365 - 280,365

March 253,593 - 31,830 - 4,635 - 3,830 - 35,151 - 329,039 - 329,039

April 298,669 - 33,141 - 4,697 - 3,664 - 32,931 - 373,102 - 373,102

May 294,195 - 34,338 - 4,860 - 3,716 - 33,549 - 370,658 - 370,658

June 298,589 - 34,229 - 5,006 - 3,768 - 34,370 - 375,962 - 375,962

July 343,739 - 36,834 - 5,434 - 4,050 - 37,052 - 427,109 - 427,109

August 414,451 - 30,556 - 4,544 - 2,563 - 27,150 - 479,264 - 479,264

September 309,885 - 34,596 - 5,241 - 3,962 - 36,285 - 389,969 - 389,969

October 287,756 - 35,540 - 5,077 - 4,101 - 36,617 - 369,091 - 369,091

November 267,106 - 31,655 - 4,746 - 3,821 - 34,861 - 342,189 - 342,189

December 321,450 - 31,439 - 4,642 - 3,713 - 32,549 - 393,793 - 393,793

Year 3,560,022 - 387,594 - 56,812 - 43,636 - 402,134 - 4,450,198 - 4,450,198



MOTORWAY: TURIN-TRIESTESection: A4 Milan-Brescia

Month

Toll class Total



January 207,758 - 28,412 - 4,162 - 2,081 - 24,771 - 267,184 - 267,184

February 196,255 - 30,014 - 4,492 - 2,289 - 26,648 - 259,698 - 259,698

March 230,155 - 35,426 - 5,205 - 2,650 - 29,546 - 302,982 - 302,982

April 237,828 - 35,902 - 5,160 - 2,530 - 27,994 - 309,414 - 309,414

May 247,722 - 35,934 - 5,237 - 2,500 - 27,402 - 318,795 - 318,795

June 242,744 - 35,489 - 5,457 - 2,487 - 28,355 - 314,532 - 314,532

July 267,909 - 38,086 - 6,417 - 2,798 - 30,827 - 346,037 - 346,037

August 242,046 - 26,221 - 4,065 - 1,585 - 17,482 - 291,399 - 291,399

September 254,487 - 36,760 - 5,623 - 2,639 - 29,018 - 328,527 - 328,527

October 262,433 - 38,120 - 5,411 - 2,689 - 29,317 - 337,970 - 337,970

November 225,038 - 33,685 - 4,937 - 2,511 - 27,918 - 294,089 - 294,089

December 227,155 - 30,334 - 4,287 - 2,178 - 23,804 - 287,758 - 287,758

Year 2,841,530 - 404,383 - 60,453 - 28,937 - 323,082 - 3,658,385 - 3,658,385

MOTORWAY: MILAN-SERRAVALLE-GENOASection: A7 Serravalle-Genoa

Month

Toll class Total



January - 33,405 - 3,165 - 547 - 494 - 4,691 - 42,302 42,302

February - 28,615 - 3,162 - 549 - 516 - 4,825 - 37,667 37,667

March - 35,403 - 3,812 - 646 - 581 - 5,510 - 45,952 45,952

April - 39,091 - 3,940 - 641 - 555 - 5,308 - 49,535 49,535

May - 41,745 - 4,116 - 654 - 599 - 5,264 - 52,378 52,378

June - 43,456 - 4,103 - 692 - 598 - 5,425 - 54,274 54,274

July - 49,321 - 4,350 - 787 - 624 - 5,962 - 61,044 61,044

August - 46,122 - 3,389 - 608 - 418 - 4,090 - 54,627 54,627

September - 41,956 - 4,129 - 694 - 588 - 5,483 - 52,850 52,850

October - 39,205 - 4,158 - 652 - 583 - 5,541 - 50,139 50,139

November - 35,574 - 3,710 - 611 - 541 - 5,298 - 45,734 45,734

December - 36,247 - 3,524 - 570 - 505 - 5,079 - 45,925 45,925

Year - 470,140 - 45,558 - 7,651 - 6,602 - 62,476 - 592,427 592,427

MOTORWAY: MILAN-LAKESSection: A8/A9 Milan-Lakes

Month

Toll class Total



January 138,981 9,116 12,494 618 1,439 66 831 64 6,952 499 160,697 10,363 171,060

February 131,479 8,371 13,198 662 1,623 72 912 70 7,517 525 154,729 9,700 164,429

March 158,557 10,208 15,762 823 1,867 92 1,071 83 8,384 597 185,641 11,803 197,444

April 160,579 11,324 16,197 934 1,943 114 1,030 82 7,880 551 187,629 13,005 200,634

May 172,121 12,186 17,087 1,036 2,137 149 1,040 83 7,763 531 200,148 13,985 214,133

June 169,374 11,853 17,082 1,005 2,255 166 1,071 83 8,208 555 197,990 13,662 211,652

July 187,227 14,506 18,093 1,103 2,834 252 1,097 93 8,956 615 218,207 16,569 234,776

August 150,212 12,788 12,409 919 2,031 223 657 64 5,198 379 170,507 14,373 184,880

September 177,298 12,506 17,966 1,094 2,390 174 1,031 87 8,278 560 206,963 14,421 221,384

October 181,723 12,067 18,242 1,028 2,151 123 1,044 82 8,529 585 211,689 13,885 225,574

November 160,217 10,274 15,518 756 1,828 82 960 75 8,170 555 186,693 11,742 198,435

December 156,559 10,349 13,884 685 1,597 75 835 63 6,985 467 179,860 11,639 191,499

Year 1,944,327 135,548 187,932 10,663 24,095 1,588 11,579 929 92,820 6,419 2,260,753 155,147 2,415,900



MOTORWAY: A08/A26Gallarate-Gattico Spur

Month

Toll class Total



January 20,872 7,986 1,955 751 270 104 114 45 1,024 433 24,235 9,319 33,554

February 19,371 7,150 2,120 799 294 115 135 54 1,130 483 23,050 8,601 31,651

March 24,066 8,874 2,579 989 355 139 164 67 1,258 537 28,422 10,606 39,028

April 25,443 9,664 2,678 1,052 355 143 160 65 1,219 533 29,855 11,457 41,312

May 27,133 10,133 2,781 1,094 364 144 154 64 1,182 512 31,614 11,947 43,561

June 27,747 10,405 2,800 1,096 377 148 156 64 1,267 558 32,347 12,271 44,618

July 31,261 12,077 3,019 1,199 437 172 161 67 1,366 606 36,244 14,121 50,365

August 26,546 11,090 1,844 764 243 98 85 36 723 326 29,441 12,314 41,755

September 26,677 10,269 2,774 1,096 384 154 146 63 1,248 549 31,229 12,131 43,360

October 26,302 9,824 2,851 1,110 371 149 152 65 1,280 562 30,956 11,710 42,666

November 23,703 8,786 2,527 960 334 132 137 60 1,206 527 27,907 10,465 38,372

December 23,687 9,124 2,263 881 287 113 115 50 1,003 439 27,355 10,607 37,962

Year 302,808 115,382 30,191 11,791 4,071 1,611 1,679 700 13,906 6,065 352,655 135,549 488,204

MOTORWAY: GENOA-VENTIMIGLIASection: A10 Genoa-Savona

Month

Toll class Total



January - 48,130 - 4,347 - 505 - 579 - 5,474 - 59,035 59,035

February - 41,629 - 4,359 - 509 - 569 - 5,842 - 52,908 52,908

March - 50,858 - 5,409 - 624 - 656 - 6,695 - 64,242 64,242

April - 57,439 - 5,930 - 663 - 590 - 6,458 - 71,080 71,080

May - 61,531 - 6,192 - 709 - 624 - 6,256 - 75,312 75,312

June - 66,363 - 6,048 - 751 - 616 - 6,253 - 80,031 80,031

July - 80,134 - 6,505 - 869 - 671 - 6,498 - 94,677 94,677

August - 83,842 - 5,636 - 783 - 423 - 4,465 - 95,149 95,149

September - 61,403 - 5,856 - 751 - 593 - 6,351 - 74,954 74,954

October - 53,278 - 5,609 - 652 - 574 - 6,875 - 66,988 66,988

November - 47,749 - 4,908 - 568 - 520 - 6,457 - 60,202 60,202

December - 51,650 - 4,793 - 544 - 483 - 5,594 - 63,064 63,064

Year - 704,006 - 65,592 - 7,928 - 6,898 - 73,218 - 857,642 857,642

MOTORWAY: A11 FLORENCE-PISA NORTH

Month

Toll class Total



January 85,894 72 8,941 10 1,049 1 563 1 5,675 5 102,122 89 102,211

February 78,996 57 9,258 9 1,098 1 594 1 5,942 5 95,888 73 95,961

March 94,089 69 11,320 11 1,334 2 694 1 6,779 5 114,216 88 114,304

April 99,459 72 11,869 11 1,367 2 646 1 6,444 5 119,785 91 119,876

May 107,274 77 12,612 11 1,433 2 673 1 6,423 5 128,415 96 128,511

June 111,837 72 12,496 12 1,493 2 677 1 6,562 5 133,065 92 133,157

July 126,708 76 13,103 12 1,599 2 713 1 7,070 6 149,193 97 149,290

August 117,968 66 9,935 10 1,196 1 445 1 4,780 4 134,324 82 134,406

September 105,927 74 12,248 12 1,485 2 695 1 6,704 5 127,059 94 127,153

October 99,393 75 12,098 12 1,377 2 720 1 6,857 5 120,445 95 120,540

November 92,503 68 10,725 10 1,249 2 660 1 6,568 5 111,705 86 111,791

December 95,060 74 10,164 10 1,171 2 584 1 6,055 5 113,034 92 113,126

Year 1,215,108 852 134,769 130 15,851 21 7,664 12 75,859 60 1,449,251 1,075 1,450,326



MOTORWAY: GENOA-ROSIGNANO MARITTIMOSection: Genoa-Sestri Levante

Month

Toll class Total



January - 49,239 - 4,833 - 493 - 367 - 3,037 - 57,969 57,969

February - 43,630 - 4,807 - 499 - 393 - 3,275 - 52,604 52,604

March - 52,655 - 5,854 - 619 - 426 - 3,669 - 63,223 63,223

April - 59,469 - 6,302 - 629 - 422 - 3,423 - 70,245 70,245

May - 63,011 - 6,627 - 654 - 414 - 3,381 - 74,087 74,087

June - 64,649 - 6,623 - 705 - 421 - 3,383 - 75,781 75,781

July - 74,231 - 7,040 - 808 - 438 - 3,621 - 86,138 86,138

August - 77,507 - 5,833 - 687 - 278 - 2,518 - 86,823 86,823

September - 61,588 - 6,317 - 688 - 413 - 3,585 - 72,591 72,591

October - 56,868 - 6,130 - 626 - 435 - 3,733 - 67,792 67,792

November - 51,930 - 5,435 - 559 - 411 - 3,656 - 61,991 61,991

December - 54,915 - 5,322 - 509 - 355 - 3,135 - 64,236 64,236

Year - 709,692 - 71,123 - 7,476 - 4,773 - 40,416 - 833,480 833,480

MOTORWAY: A12 ROME-CIVITAVECCHIA

Month

Toll class Total



January 33,488 - 2,584 - 370 - 299 - 2,267 - 39,008 - 39,008

February 30,300 - 2,595 - 381 - 339 - 2,548 - 36,163 - 36,163

March 36,964 - 3,205 - 448 - 370 - 2,781 - 43,768 - 43,768

April 42,668 - 3,754 - 459 - 366 - 2,602 - 49,849 - 49,849

May 46,611 - 4,248 - 490 - 368 - 2,667 - 54,384 - 54,384

June 53,099 - 4,468 - 518 - 383 - 2,666 - 61,134 - 61,134

July 65,588 - 4,932 - 594 - 411 - 2,960 - 74,485 - 74,485

August 65,968 - 4,263 - 519 - 267 - 2,481 - 73,498 - 73,498

September 46,643 - 4,128 - 490 - 339 - 2,722 - 54,322 - 54,322

October 40,826 - 4,150 - 456 - 404 - 2,799 - 48,635 - 48,635

November 37,732 - 3,234 - 431 - 394 - 2,701 - 44,492 - 44,492

December 39,158 - 2,939 - 420 - 327 - 2,254 - 45,098 - 45,098

Year 539,045 - 44,500 - 5,576 - 4,267 - 31,448 - 624,836 - 624,836

MOTORWAY: A13 BOLOGNA-PADUA

Month

Toll class Total



January 102,288 - 13,695 - 2,438 - 1,572 - 16,469 - 136,462 - 136,462

February 94,084 - 14,123 - 2,521 - 1,699 - 17,020 - 129,447 - 129,447

March 114,364 - 17,449 - 3,045 - 1,962 - 19,502 - 156,322 - 156,322

April 120,637 - 18,192 - 3,028 - 1,863 - 18,493 - 162,213 - 162,213

May 126,796 - 19,350 - 3,138 - 1,848 - 18,421 - 169,553 - 169,553

June 125,643 - 18,747 - 3,296 - 1,864 - 19,259 - 168,809 - 168,809

July 141,471 - 20,036 - 3,737 - 2,070 - 21,433 - 188,747 - 188,747

August 144,376 - 16,280 - 2,851 - 1,369 - 14,541 - 179,417 - 179,417

September 129,188 - 18,962 - 3,405 - 1,945 - 20,186 - 173,686 - 173,686

October 120,388 - 18,660 - 3,223 - 2,044 - 20,410 - 164,725 - 164,725

November 108,645 - 16,337 - 2,957 - 1,788 - 19,039 - 148,766 - 148,766

December 110,533 - 15,342 - 2,727 - 1,757 - 16,968 - 147,327 - 147,327

Year 1,438,413 - 207,173 - 36,366 - 21,781 - 221,741 - 1,925,474 - 1,925,474



MOTORWAY: A14 BOLOGNA-TARANTORavenna Spur

Month

Toll class Total



January 8,455 - 787 - 141 - 98 - 1,684 - 11,165 - 11,165

February 7,831 - 825 - 150 - 103 - 1,802 - 10,711 - 10,711

March 10,358 - 1,061 - 176 - 127 - 2,125 - 13,847 - 13,847

April 11,296 - 1,113 - 174 - 118 - 2,026 - 14,727 - 14,727

May 13,004 - 1,221 - 180 - 119 - 1,985 - 16,509 - 16,509

June 15,840 - 1,290 - 188 - 113 - 2,023 - 19,454 - 19,454

July 17,315 - 1,343 - 204 - 115 - 2,090 - 21,067 - 21,067

August 15,470 - 1,062 - 152 - 77 - 1,269 - 18,030 - 18,030

September 11,983 - 1,220 - 187 - 118 - 2,012 - 15,520 - 15,520

October 9,911 - 1,078 - 169 - 118 - 2,111 - 13,387 - 13,387

November 9,245 - 958 - 160 - 107 - 2,010 - 12,480 - 12,480

December 8,741 - 897 - 148 - 96 - 1,652 - 11,534 - 11,534

Year 139,449 - 12,855 - 2,029 - 1,309 - 22,789 - 178,431 - 178,431

MOTORWAY: BOLOGNA-TARANTOSection: A14 Bologna-Ancona

Month

Toll class Total



January 253,196 - 30,130 - 6,222 - 4,205 - 44,303 - 338,056 - 338,056

February 217,718 - 30,010 - 6,612 - 4,538 - 46,198 - 305,076 - 305,076

March 273,108 - 37,621 - 7,878 - 5,209 - 52,696 - 376,512 - 376,512

April 316,725 - 40,201 - 7,850 - 4,956 - 50,256 - 419,988 - 419,988

May 338,598 - 44,878 - 8,241 - 5,052 - 50,676 - 447,445 - 447,445

June 383,009 - 44,356 - 8,760 - 5,066 - 52,520 - 493,711 - 493,711

July 465,019 - 47,479 - 10,066 - 5,634 - 58,008 - 586,206 - 586,206

August 543,905 - 40,699 - 7,589 - 3,579 - 37,966 - 633,738 - 633,738

September 362,803 - 44,417 - 8,826 - 5,388 - 55,529 - 476,963 - 476,963

October 299,772 - 41,242 - 8,196 - 5,447 - 56,245 - 410,902 - 410,902

November 272,242 - 36,110 - 7,510 - 5,046 - 52,963 - 373,871 - 373,871

December 292,458 - 34,860 - 6,841 - 4,541 - 47,749 - 386,449 - 386,449

Year 4,018,553 - 472,003 - 94,591 - 58,661 - 605,109 - 5,248,917 - 5,248,917

MOTORWAY: BOLOGNA-TARANTOSection: A14 Ancona-Pescara

Month

Toll class Total



January 90,924 - 11,550 - 2,226 - 1,694 - 15,646 - 122,040 - 122,040

February 79,089 - 11,696 - 2,350 - 1,805 - 16,344 - 111,284 - 111,284

March 93,557 - 14,052 - 2,768 - 2,025 - 18,562 - 130,964 - 130,964

April 111,322 - 14,747 - 2,729 - 1,914 - 17,693 - 148,405 - 148,405

May 112,702 - 16,497 - 3,044 - 1,934 - 17,838 - 152,015 - 152,015

June 120,435 - 16,325 - 3,104 - 1,937 - 18,638 - 160,439 - 160,439

July 155,877 - 18,194 - 3,523 - 2,187 - 20,843 - 200,624 - 200,624

August 209,064 - 16,624 - 2,757 - 1,374 - 14,214 - 244,033 - 244,033

September 124,752 - 16,001 - 3,033 - 2,058 - 19,797 - 165,641 - 165,641

October 106,052 - 15,399 - 2,999 - 2,137 - 20,145 - 146,732 - 146,732

November 97,313 - 13,848 - 2,829 - 2,009 - 19,010 - 135,009 - 135,009

December 111,657 - 13,858 - 2,650 - 1,837 - 17,400 - 147,402 - 147,402

Year 1,412,744 - 178,791 - 34,012 - 22,911 - 216,130 - 1,864,588 - 1,864,588



MOTORWAY: BOLOGNA-TARANTOSection: A14 Pescara-Lanciano

Month

Toll class Total



January 7,813 17,819 1,073 2,226 216 404 182 347 1,638 3,096 10,922 23,892 34,814

February 6,460 15,040 1,081 2,194 226 422 193 361 1,689 3,198 9,649 21,215 30,864

March 7,673 17,567 1,289 2,614 269 495 216 414 1,919 3,605 11,366 24,695 36,061

April 9,519 21,447 1,359 2,770 264 487 204 381 1,831 3,444 13,177 28,529 41,706

May 9,434 20,956 1,460 2,930 287 512 205 382 1,859 3,487 13,245 28,267 41,512

June 10,583 23,119 1,535 3,109 296 537 208 389 1,967 3,718 14,589 30,872 45,461

July 14,641 32,113 1,757 3,656 346 642 234 439 2,194 4,149 19,172 40,999 60,171

August 20,919 45,555 1,676 3,521 279 534 146 263 1,524 2,866 24,544 52,739 77,283

September 11,241 25,726 1,553 3,267 299 557 220 416 2,070 3,923 15,383 33,889 49,272

October 9,171 21,258 1,469 3,083 294 555 229 431 2,090 3,961 13,253 29,288 42,541

November 8,256 18,695 1,311 2,681 273 511 213 403 1,970 3,725 12,023 26,015 38,038

December 9,945 22,433 1,321 2,676 256 482 196 365 1,821 3,408 13,539 29,364 42,903

Year 125,655 281,728 16,884 34,727 3,305 6,138 2,446 4,591 22,572 42,580 170,862 369,764 540,626

MOTORWAY: BOLOGNA-TARANTOSection: A14 Lanciano-Canosa

Month

Toll class Total



January 31,839 15,607 4,012 2,132 701 424 659 347 6,725 3,538 43,936 22,048 65,984

February 23,863 12,539 3,807 2,084 731 455 713 370 6,832 3,670 35,946 19,118 55,064

March 27,802 14,640 4,616 2,502 854 526 829 423 7,796 4,147 41,897 22,238 64,135

April 40,034 19,174 5,212 2,698 866 534 759 408 7,589 4,024 54,460 26,838 81,298

May 38,314 18,482 5,735 2,907 918 548 783 415 7,747 4,072 53,497 26,424 79,921

June 46,379 20,988 5,944 3,055 987 566 794 408 8,323 4,312 62,427 29,329 91,756

July 72,076 29,865 6,864 3,497 1,215 672 904 452 9,221 4,743 90,280 39,229 129,509

August 123,631 46,918 7,830 3,528 1,102 577 571 278 6,713 3,329 139,847 54,630 194,477

September 51,791 22,903 6,053 3,075 992 586 854 422 8,747 4,536 68,437 31,522 99,959

October 35,846 17,576 5,512 2,872 937 576 886 436 8,936 4,571 52,117 26,031 78,148

November 30,925 15,830 4,821 2,570 882 545 832 405 8,501 4,320 45,961 23,670 69,631

December 43,881 20,281 5,064 2,557 860 514 764 360 8,014 3,938 58,583 27,650 86,233

Year 566,381 254,803 65,470 33,477 11,045 6,523 9,348 4,724 95,144 49,200 747,388 348,727 1,096,115

MOTORWAY: BOLOGNA-TARANTOSection: A14 Canosa-Taranto

Month

Toll class Total



January 30,569 - 3,537 - 511 - 390 - 3,654 - 38,661 - 38,661

February 25,787 - 3,446 - 504 - 425 - 3,682 - 33,844 - 33,844

March 29,944 - 4,125 - 588 - 489 - 4,276 - 39,422 - 39,422

April 38,310 - 4,457 - 580 - 470 - 4,010 - 47,827 - 47,827

May 37,640 - 4,823 - 602 - 455 - 4,084 - 47,604 - 47,604

June 43,669 - 4,871 - 653 - 462 - 4,488 - 54,143 - 54,143

July 62,133 - 5,528 - 773 - 534 - 4,998 - 73,966 - 73,966

August 98,101 - 5,889 - 701 - 338 - 3,700 - 108,729 - 108,729

September 47,632 - 5,095 - 646 - 505 - 4,529 - 58,407 - 58,407

October 36,860 - 4,865 - 654 - 529 - 4,723 - 47,631 - 47,631

November 33,123 - 4,426 - 631 - 494 - 4,515 - 43,189 - 43,189

December 41,243 - 4,517 - 635 - 448 - 4,355 - 51,198 - 51,198

Year 525,011 - 55,579 - 7,478 - 5,539 - 51,014 - 644,621 - 644,621



MOTORWAY: A16 NAPLES-CANOSA

Month

Toll class Total



January 33,887 36,841 3,429 4,841 540 797 291 487 2,451 4,945 40,598 47,911 88,509

February 31,829 33,540 3,448 4,839 529 784 311 514 2,521 5,190 38,638 44,867 83,505

March 37,322 39,754 4,116 5,923 614 910 355 563 2,856 5,912 45,263 53,062 98,325

April 41,146 46,463 4,060 6,051 607 932 326 543 2,620 5,516 48,759 59,505 108,264

May 41,087 46,291 4,250 6,351 614 935 320 511 2,640 5,514 48,911 59,602 108,513

June 41,274 46,832 4,238 6,330 630 974 327 510 2,807 5,826 49,276 60,472 109,748

July 46,388 53,890 4,549 6,642 683 1,053 340 585 3,018 6,843 54,978 69,013 123,991

August 48,625 68,094 3,593 5,677 562 900 221 550 2,463 9,569 55,464 84,790 140,254

September 42,070 48,861 4,492 6,728 699 1,105 343 621 3,092 8,740 50,696 66,055 116,751

October 41,130 45,438 4,715 7,116 692 1,093 369 612 3,100 6,483 50,006 60,742 110,748

November 39,584 43,291 4,421 6,564 645 1,029 336 537 2,907 6,172 47,893 57,593 105,486

December 42,686 48,691 4,288 6,270 637 978 333 517 2,813 5,690 50,757 62,146 112,903

Year 487,028 557,986 49,599 73,332 7,452 11,490 3,872 6,550 33,288 76,400 581,239 725,758 1,306,997

MOTORWAY: A23 UDINE-TARVISIO

Month

Toll class Total



January 12,750 7,937 1,526 1,232 140 109 174 206 2,822 4,021 17,412 13,505 30,917

February 11,262 6,545 1,564 1,284 154 132 218 273 3,080 4,427 16,278 12,661 28,939

March 12,537 7,680 1,886 1,644 202 182 244 300 3,378 4,805 18,247 14,611 32,858

April 13,286 9,323 2,059 1,941 262 268 242 295 3,289 4,677 19,138 16,504 35,642

May 18,352 15,808 2,603 2,613 564 698 263 319 3,192 4,458 24,974 23,896 48,870

June 22,297 20,575 2,729 2,831 760 978 269 339 3,420 4,804 29,475 29,527 59,002

July 27,846 26,588 2,947 2,975 955 1,229 292 362 3,647 5,113 35,687 36,267 71,954

August 33,478 34,270 3,054 3,270 1,120 1,500 229 292 2,443 3,511 40,324 42,843 83,167

September 22,537 20,662 2,896 2,913 696 882 262 330 3,413 4,803 29,804 29,590 59,394

October 13,719 8,991 2,114 1,927 252 251 263 329 3,688 5,223 20,036 16,721 36,757

November 11,176 6,568 1,702 1,408 188 170 214 258 3,438 4,913 16,718 13,317 30,035

December 14,165 9,946 1,705 1,468 172 154 211 244 2,916 4,073 19,169 15,885 35,054

Year 213,405 174,893 26,785 25,506 5,465 6,553 2,881 3,547 38,726 54,828 287,262 265,327 552,589

MOTORWAY: A26 GENOA VOLTRI-GRAVELLONA TOCESection: Genoa Voltri-Alessandria

Month

Toll class Total



January - 47,269 - 4,730 - 704 - 827 - 10,564 - 64,094 64,094

February - 38,238 - 4,652 - 710 - 899 - 11,329 - 55,828 55,828

March - 49,610 - 6,059 - 877 - 1,068 - 13,083 - 70,697 70,697

April - 64,977 - 6,951 - 932 - 1,053 - 12,394 - 86,307 86,307

May - 70,258 - 7,376 - 1,005 - 1,067 - 12,167 - 91,873 91,873

June - 80,025 - 7,294 - 1,090 - 1,100 - 12,186 - 101,695 101,695

July - 100,209 - 7,653 - 1,332 - 1,131 - 12,989 - 123,314 123,314

August - 111,368 - 6,858 - 1,197 - 742 - 8,515 - 128,680 128,680

September - 70,277 - 6,894 - 1,119 - 1,059 - 12,352 - 91,701 91,701

October - 54,423 - 6,428 - 948 - 1,045 - 13,174 - 76,018 76,018

November - 46,179 - 5,411 - 806 - 915 - 12,265 - 65,576 65,576

December - 52,437 - 5,330 - 772 - 868 - 11,110 - 70,517 70,517

Year - 785,270 - 75,636 - 11,492 - 11,774 - 142,128 - 1,026,300 1,026,300



MOTORWAY: A26 GENOA VOLTRI-GRAVELLONA TOCESection: Alessandria-Gravellona Toce

Month

Toll class Total



January 38,536 12,718 4,225 1,285 738 173 430 85 5,045 842 48,974 15,103 64,077

February 34,672 11,109 4,445 1,330 778 194 494 111 5,389 952 45,778 13,696 59,474

March 42,961 13,768 5,690 1,686 924 239 577 125 6,034 1,023 56,186 16,841 73,027

April 49,163 15,719 6,124 1,844 954 250 574 113 5,845 995 62,660 18,921 81,581

May 51,686 16,575 6,443 1,985 986 269 565 117 5,660 975 65,340 19,921 85,261

June 52,764 17,153 6,194 1,968 1,007 278 573 118 5,810 1,068 66,348 20,585 86,933

July 62,981 21,646 6,753 2,177 1,184 323 610 124 6,283 1,162 77,811 25,432 103,243

August 62,184 21,301 4,891 1,561 805 203 342 70 3,857 689 72,079 23,824 95,903

September 51,367 17,675 6,288 2,015 1,035 282 549 114 5,925 1,078 65,164 21,164 86,328

October 47,230 16,022 6,279 1,966 1,003 254 573 120 6,178 1,065 61,263 19,427 80,690

November 41,713 13,982 5,418 1,636 876 227 532 115 5,754 992 54,293 16,952 71,245

December 43,196 15,088 5,077 1,557 805 193 476 99 5,268 801 54,822 17,738 72,560

Year 578,453 192,756 67,827 21,010 11,095 2,885 6,295 1,311 67,048 11,642 730,718 229,604 960,322

MOTORWAY: A27 VENICE-BELLUNO

Month

Toll class Total



January 31,917 17,049 3,325 1,367 497 123 251 53 2,608 443 38,598 19,035 57,633

February 30,566 15,203 3,569 1,414 541 132 288 60 2,736 491 37,700 17,300 55,000

March 34,529 15,527 4,117 1,540 623 164 334 74 3,024 563 42,627 17,868 60,495

April 33,521 13,961 4,028 1,448 617 164 311 74 2,953 547 41,430 16,194 57,624

May 33,694 13,731 4,098 1,561 625 180 309 75 2,916 554 41,642 16,101 57,743

June 33,943 15,975 4,210 1,744 655 207 312 78 3,062 617 42,182 18,621 60,803

July 39,443 22,494 4,776 2,194 765 244 347 87 3,345 653 48,676 25,672 74,348

August 37,134 26,186 3,387 1,823 508 206 217 58 2,029 387 43,275 28,660 71,935

September 36,511 16,949 4,344 1,759 683 209 336 83 3,225 601 45,099 19,601 64,700

October 35,539 14,143 4,324 1,611 680 177 351 82 3,148 600 44,042 16,613 60,655

November 33,143 13,675 3,978 1,519 636 163 330 77 3,051 576 41,138 16,010 57,148

December 35,810 18,135 3,876 1,605 568 142 299 65 2,700 466 43,253 20,413 63,666

Year 415,750 203,028 48,032 19,585 7,398 2,111 3,685 866 34,797 6,498 509,662 232,088 741,750

MOTORWAY: A30 CASERTA-SALERNO

Month

Toll class Total



January 43,729 - 5,586 - 1,145 - 647 - 5,675 - 56,782 - 56,782

February 37,126 - 5,460 - 1,098 - 680 - 5,663 - 50,027 - 50,027

March 43,864 - 6,441 - 1,271 - 788 - 6,422 - 58,786 - 58,786

April 49,538 - 6,443 - 1,241 - 708 - 5,910 - 63,840 - 63,840

May 49,066 - 6,693 - 1,282 - 726 - 6,006 - 63,773 - 63,773

June 51,485 - 6,873 - 1,372 - 761 - 6,074 - 66,565 - 66,565

July 63,104 - 7,572 - 1,507 - 822 - 6,705 - 79,710 - 79,710

August 78,126 - 6,199 - 1,266 - 565 - 5,782 - 91,938 - 91,938

September 52,743 - 7,028 - 1,424 - 827 - 6,700 - 68,722 - 68,722

October 48,197 - 7,115 - 1,354 - 835 - 6,391 - 63,892 - 63,892

November 45,965 - 6,609 - 1,281 - 755 - 6,294 - 60,904 - 60,904

December 54,067 - 6,606 - 1,256 - 716 - 6,090 - 68,735 - 68,735

Year 617,010 - 78,625 - 15,497 - 8,830 - 73,712 - 793,674 - 793,674



Table of investment required by article 2 of the Single Concession Arrangement of 2007

The following table shows a summary of the investment envisaged by article 2 of the Single Concession Arrangement of 2007. The figures shown are presented on the basis of Italian GAAP and not under IFRS, which have been used in preparation of the financial statements as at and for the year ended 31 December 2015.

AUTOSTRADE PER L’ITALIA - SINGLE CONCESSION ARRANGEMENT - ARTICLE 2

(E000 - Italian GAAP) Contractually agreed amounts (9) Completed as at 31/12/2014 2015 Completed as at 31/12/2015

Article 2 Project Gross approved amount (10)

Total

Net amount as per

Arrangement (11)

Total

Base tender price (*)

Available funding

Financial expenses

Total Base tender price (*)

Available funding

Financial expenses


Available funding

Financial expenses

Total

UPGRADE OF THE BOLOGNA-FLORENCE SECTION

Aa) Casalecchio-Sasso Marconi 68,106 82,042 64,610 18,240 2,559 85,409 - 22 - 22 64,610 18,262 2,559 85,431

Ab)+Ba2) Sasso Marconi-La Quercia (1) 628,558 564,561 463,253 99,776 38,636 601,665 -82 609 - 527 463,171 100,385 38,636 602,192

Ac) La Quercia-Aglio (2) 2,402,605 2,592,908 2,097,004 403,899 387,199 2,888,102 209,788 34,759 889 245,436 2,306,792 438,658 388,088 3,133,538

Ad) Aglio-Barberino 310,928 365,385 302,124 61,940 73,725 437,789 12,801 4,732 - 17,533 314,925 66,672 73,725 455,322

Ae) Barberino- Florence North 987,679 837,905 99,882 68,583 18,614 187,079 60,714 5,269 7,829 73,812 160,596 73,852 26,443 260,891

Af) Florence North-Florence South 753,177 798,928 588,107 132,303 71,071 791,481 15,567 10,731 1,286 27,584 603,674 143,034 72,357 819,065

Ag) Florence South-Incisa 300,409 397,487 - 21,712 4,332 26,044 - 3,618 1,064 4,682 - 25,330 5,396 30,726

Ah) Construction of the Florence access roads 27,272 25,012 - 19,417 4,937 24,354 - 4,251 1,022 5,273 - 23,668 5,959 29,627

Ai) Landscaping 157,106 298,045 53,097 131,172 19,808 204,077 108 6,436 2,649 9,193 53,205 137,608 22,457 213,270

Total 3,668,077 957,042 620,881 5,246,000 298,896 70,427 14,739 384,062 3,966,973 1,027,469 635,620 5,630,062

REMAINING INVESTMENT IN THIRD AND FOURTH LANES

Ba1) Bologna Modena (3) 148,943 185,731 115,657 28,748 2,051 146,456 - 656 - 656 115,657 29,404 2,051 147,112

Ba1) Bologna-Modena Complementary works -14 - 1,085 316 1,401 - 9 58 67 - 1,094 374 1,468

Ba3) Rome-Orte (3) 156,451 191,163 157,991 33,180 8,582 199,753 - 59 - 59 157,991 33,239 8,582 199,812

Ba4) Remaining investment in third lanes (3) 29,642 27,826 9,015 14,916 686 24,617 - 8 - 8 9,015 14,924 686 24,625

B) Milan-Lakes (4) 44,857 64,733 35,186 29,548 37 64,771 - - - - 35,186 29,548 37 64,771

B) Bologna Ring Road (4) 169,158 59,393 47,754 11,639 1,383 60,776 - - - - 47,754 11,639 1,383 60,776

Total 365,603 119,116 13,055 497,774 - 732 58 790 365,603 119,848 13,113 498,564

ADDITIONAL WORKS UNDER THE IV ADDENDUM OF 2002

Da1)+Dg) A1 - Fiano-Settebagni and Castelnuovo di Porto junction 125,407 161,441 99,193 25,927 2,015 127,135 -905 48 - -857 98,288 25,975 2,015 126,278

Db1) Milan-Bergamo 525,885 495,672 384,758 117,471 3,842 506,071 - -638 - -638 384,758 116,833 3,842 505,433

Db2) Structural repairs to Adda and Brembo bridges 11,438 9,767 8,098 1,096 180 9,374 - 9 - 9 8,098 1,105 180 9,383

Dc1) A9 - Lainate-Como 465,713 358,933 237,810 62,419 6,299 306,528 598 909 - 1,507 238,408 63,328 6,299 308,035

Dc1) A8 - Milan North-Lainate 77,844 218,726 9,678 9,741 14 19,433 27,674 3,061 947 31,682 37,352 12,802 961 51,115

Dd1.2) A14 - Lot 1 Rimini North-Cattolica 551,461 495,364 361,807 71,282 5,975 439,064 851 1,304 - 2,155 362,658 72,586 5,975 441,219

Dd1.3) A14 - Lot 2 Cattolica-Fano (5) 584,063 592,953 331,786 74,500 7,618 413,904 - 5,066 165 5,231 331,786 79,566 7,783 419,135

Dd1.4) A14 - Lot 3 Fano-Senigallia 377,486 342,133 226,679 73,764 2,871 303,314 - 7,959 - 7,959 226,679 81,723 2,871 311,273

Dd1.5) A14 - Lot 4 Senigallia-Ancona North and Marina di Monte Marciano junction 466,231 418,623 194,420 46,529 26,264 267,213 97,818 9,063 12,787 119,668 292,238 55,592 39,051 386,881

Dd1.6) A14 - Lot 5 Ancona North-Ancona South (6) 341,628 367,551 146,322 38,734 11,882 196,938 83,420 8,348 9,418 101,186 229,742 47,082 21,300 298,124

Dd1.7) A14 - Lot 6A Ancona South-P.S. Elpidio, Phase 1 153,819 134,358 109,118 23,888 8,440 141,446 19 45 159 223 109,137 23,933 8,599 141,669

Dd1.8) A14 - Lot 6 B Ancona South-P.S. Elpidio, Phase 2 and Porto S. Elpidio junction 173,278 163,818 112,473 23,315 2,159 137,947 - 625 - 625 112,473 23,940 2,159 138,572

Dd1.9) A14 - Lot 7A P.S. Elpidio-Pedaso, Phase 1 -14 4,240 - 4,247 1,695 5,942 - - 268 268 - 4,247 1,963 6,210

Dd1.10) A14 - Lot 7B P.S. Elpidio-Pedaso, Phase 2 -14 1,568 - 1,568 732 2,300 - - 103 103 - 1,568 835 2,403

Dd1.11) A14 - Lot 0 23,716 22,106 19,290 2,358 9,638 31,286 - - 1,412 1,412 19,290 2,358 11,050 32,698

De1)+De3) Genoa bypass (8) -14 3,187,015 - 47,414 261 47,675 - 624 - 624 - 48,038 261 48,299

De2) San Benigno Interchange 79,078 75,740 5,518 3,586 175 9,279 5,142 2,623 452 8,217 10,660 6,209 627 17,496

Df) Milan Exhibition Centre 93,334 86,298 78,550 7,578 - 86,128 - - - - 78,550 7,578 - 86,128

Annex 3


Table of investment required by article 2 of the Single Concession Arrangement of 2007

The following table shows a summary of the investment envisaged by article 2 of the Single Concession Arrangement of 2007. The figures shown are presented on the basis of Italian GAAP and not under IFRS, which have been used in preparation of the financial statements as at and for the year ended 31 December 2015.

AUTOSTRADE PER L’ITALIA - SINGLE CONCESSION ARRANGEMENT - ARTICLE 2



Total

Net amount as per

Arrangement (11)

Total


Available funding

Financial expenses


Available funding

Financial expenses


Available funding

Financial expenses

Total

UPGRADE OF THE BOLOGNA-FLORENCE SECTION

Aa) Casalecchio-Sasso Marconi 68,106 82,042 64,610 18,240 2,559 85,409 - 22 - 22 64,610 18,262 2,559 85,431

Ab)+Ba2) Sasso Marconi-La Quercia (1) 628,558 564,561 463,253 99,776 38,636 601,665 -82 609 - 527 463,171 100,385 38,636 602,192

Ac) La Quercia-Aglio (2) 2,402,605 2,592,908 2,097,004 403,899 387,199 2,888,102 209,788 34,759 889 245,436 2,306,792 438,658 388,088 3,133,538

Ad) Aglio-Barberino 310,928 365,385 302,124 61,940 73,725 437,789 12,801 4,732 - 17,533 314,925 66,672 73,725 455,322

Ae) Barberino- Florence North 987,679 837,905 99,882 68,583 18,614 187,079 60,714 5,269 7,829 73,812 160,596 73,852 26,443 260,891

Af) Florence North-Florence South 753,177 798,928 588,107 132,303 71,071 791,481 15,567 10,731 1,286 27,584 603,674 143,034 72,357 819,065

Ag) Florence South-Incisa 300,409 397,487 - 21,712 4,332 26,044 - 3,618 1,064 4,682 - 25,330 5,396 30,726

Ah) Construction of the Florence access roads 27,272 25,012 - 19,417 4,937 24,354 - 4,251 1,022 5,273 - 23,668 5,959 29,627

Ai) Landscaping 157,106 298,045 53,097 131,172 19,808 204,077 108 6,436 2,649 9,193 53,205 137,608 22,457 213,270

Total 3,668,077 957,042 620,881 5,246,000 298,896 70,427 14,739 384,062 3,966,973 1,027,469 635,620 5,630,062

REMAINING INVESTMENT IN THIRD AND FOURTH LANES

Ba1) Bologna Modena (3) 148,943 185,731 115,657 28,748 2,051 146,456 - 656 - 656 115,657 29,404 2,051 147,112

Ba1) Bologna-Modena Complementary works -14 - 1,085 316 1,401 - 9 58 67 - 1,094 374 1,468

Ba3) Rome-Orte (3) 156,451 191,163 157,991 33,180 8,582 199,753 - 59 - 59 157,991 33,239 8,582 199,812

Ba4) Remaining investment in third lanes (3) 29,642 27,826 9,015 14,916 686 24,617 - 8 - 8 9,015 14,924 686 24,625

B) Milan-Lakes (4) 44,857 64,733 35,186 29,548 37 64,771 - - - - 35,186 29,548 37 64,771

B) Bologna Ring Road (4) 169,158 59,393 47,754 11,639 1,383 60,776 - - - - 47,754 11,639 1,383 60,776

Total 365,603 119,116 13,055 497,774 - 732 58 790 365,603 119,848 13,113 498,564

ADDITIONAL WORKS UNDER THE IV ADDENDUM OF 2002

Da1)+Dg) A1 - Fiano-Settebagni and Castelnuovo di Porto junction 125,407 161,441 99,193 25,927 2,015 127,135 -905 48 - -857 98,288 25,975 2,015 126,278

Db1) Milan-Bergamo 525,885 495,672 384,758 117,471 3,842 506,071 - -638 - -638 384,758 116,833 3,842 505,433

Db2) Structural repairs to Adda and Brembo bridges 11,438 9,767 8,098 1,096 180 9,374 - 9 - 9 8,098 1,105 180 9,383

Dc1) A9 - Lainate-Como 465,713 358,933 237,810 62,419 6,299 306,528 598 909 - 1,507 238,408 63,328 6,299 308,035

Dc1) A8 - Milan North-Lainate 77,844 218,726 9,678 9,741 14 19,433 27,674 3,061 947 31,682 37,352 12,802 961 51,115

Dd1.2) A14 - Lot 1 Rimini North-Cattolica 551,461 495,364 361,807 71,282 5,975 439,064 851 1,304 - 2,155 362,658 72,586 5,975 441,219

Dd1.3) A14 - Lot 2 Cattolica-Fano (5) 584,063 592,953 331,786 74,500 7,618 413,904 - 5,066 165 5,231 331,786 79,566 7,783 419,135

Dd1.4) A14 - Lot 3 Fano-Senigallia 377,486 342,133 226,679 73,764 2,871 303,314 - 7,959 - 7,959 226,679 81,723 2,871 311,273

Dd1.5) A14 - Lot 4 Senigallia-Ancona North and Marina di Monte Marciano junction 466,231 418,623 194,420 46,529 26,264 267,213 97,818 9,063 12,787 119,668 292,238 55,592 39,051 386,881

Dd1.6) A14 - Lot 5 Ancona North-Ancona South (6) 341,628 367,551 146,322 38,734 11,882 196,938 83,420 8,348 9,418 101,186 229,742 47,082 21,300 298,124

Dd1.7) A14 - Lot 6A Ancona South-P.S. Elpidio, Phase 1 153,819 134,358 109,118 23,888 8,440 141,446 19 45 159 223 109,137 23,933 8,599 141,669

Dd1.8) A14 - Lot 6 B Ancona South-P.S. Elpidio, Phase 2 and Porto S. Elpidio junction 173,278 163,818 112,473 23,315 2,159 137,947 - 625 - 625 112,473 23,940 2,159 138,572

Dd1.9) A14 - Lot 7A P.S. Elpidio-Pedaso, Phase 1 -14 4,240 - 4,247 1,695 5,942 - - 268 268 - 4,247 1,963 6,210

Dd1.10) A14 - Lot 7B P.S. Elpidio-Pedaso, Phase 2 -14 1,568 - 1,568 732 2,300 - - 103 103 - 1,568 835 2,403

Dd1.11) A14 - Lot 0 23,716 22,106 19,290 2,358 9,638 31,286 - - 1,412 1,412 19,290 2,358 11,050 32,698

De1)+De3) Genoa bypass (8) -14 3,187,015 - 47,414 261 47,675 - 624 - 624 - 48,038 261 48,299

De2) San Benigno Interchange 79,078 75,740 5,518 3,586 175 9,279 5,142 2,623 452 8,217 10,660 6,209 627 17,496

Df) Milan Exhibition Centre 93,334 86,298 78,550 7,578 - 86,128 - - - - 78,550 7,578 - 86,128

Annex 3




Total

Net amount as per

Arrangement (11)

Total


Available funding

Financial expenses


Available funding

Financial expenses


Available funding

Financial expenses

Total

Dh) Guidonia Junction 14,527 14,869 8,527 4,290 - 12,817 - 1 - 1 8,527 4,291 - 12,818

Di) Padua Industrial Estate junction and A13-A4 link at Km 101+093 46,286 39,776 6,916 3,693 157 10,766 9,592 1,117 577 11,286 16,508 4,810 734 22,052

Dl) Rubicone Junction 17,485 15,691 10,449 2,613 - 13,062 279 239 - 518 10,728 2,852 - 13,580

Dm) Villa Marzana Junction 4,429 4,008 2,147 1,862 - 4,009 - - - - 2,147 1,862 - 4,009

Dn) Ferentino Junction 17,384 16,604 9,158 7,465 - 16,623 - - - - 9,158 7,465 - 16,623

Do) Maddaloni Junction 13,369 12,006 - 390 - 390 - - - - - 390 - 390

Dp) Tunnel Safety Plan 168,076 244,900 115,732 20,979 - 136,711 730 2,055 - 2,785 116,462 23,034 - 139,496

Total 2,478,429 676,709 90,217 3,245,355 225,218 42,458 26,288 293,964 2,703,647 719,167 116,505 3,539,319

OTHER SPECIFIC PROJECTS REQUIRED UNDER ARTICLE 2

C1) Upgrade of service areas and related facilities

Ca4) Reggello West Serivce Area 2,338 3,425 1,746 1,472 - 3,218 - 201 - 201 1,746 1,673 - 3,419

Ca5) Prenestina East Service Area 2,321 -16 1,538 1,153 - 2,691 - 9 - 9 1,538 1,162 - 2,700

Ca6) Teano East Service Area 2,818 -16 1,194 1,576 - 2,770 - 1 - 1 1,194 1,577 - 2,771

Ca6) Teano West Service Area 5,041 4,996 2,602 1,808 - 4,410 - 342 - 342 2,602 2,150 - 4,752

Ca7) Nicola West Service Area 5,653 -16 3,656 1,405 - 5,061 - 49 - 49 3,656 1,454 - 5,110

Ca8) S. Zenone East Service Area 8,736 2,344 7 926 - 933 3 49 - 52 10 975 - 985

Ca8) S. Zenone West Service Area 3,618 3,567 - 516 - 516 - -42 - -42 - 474 - 474

Ca9) Cantagallo East Service Area 5,769 5,539 988 1,063 - 2,051 - -21 - -21 988 1,042 - 2,030

Ca9) Cantagallo West Service Area 7,420 5,996 4 990 - 994 834 33 - 867 838 1,023 - 1,861

Ca10) S. Martino East Service Area -14 2,611 - 200 - 200 - 14 - 14 - 214 - 214

Ca10) S. Martino West Service Area -14 2,858 - 243 - 243 - 15 - 15 - 258 - 258

Ca11) Lucignano West Service Area 2,047 1,540 362 229 - 591 347 125 - 471 709 354 - 1,062

Ca12) La Macchia West Service Area -14 2,328 - 595 - 595 - 0 - 0 - 595 - 595

Cb1) Brianza North Service Area 4,558 -16 464 2,422 - 2,886 - 13 - 13 464 2,435 - 2,899

Cb2) Lambro South Service Area 3,715 -16 1,492 1,980 - 3,472 - -134 - -134 1,492 1,846 - 3,338

Cb3) Valtrompia North Service Area 1,723 -16 1,335 156 - 1,491 - - - - 1,335 156 - 1,491

Cb4) Sebino North Service Area 1,914 1,780 40 439 - 479 - 62 - 62 40 501 - 541

Cb4) Sebino South Service Area 2,177 3,301 250 615 - 865 - 69 - 69 250 684 - 934

Cd1) Villoresi East Service Area 1,004 521 359 166 - 525 - 2 - 2 359 168 - 527

Cd1) Villoresi West Service Area 1,447 1,286 - 57 - 57 - - - - - 57 - 57

Cf1) Po West Service Area 3,001 -16 1,757 727 - 2,484 - - - - 1,757 727 - 2,484

Cf2) San Pelagio East Service Area -14 522 - 206 - 206 - - - - - 206 - 206

Cf2) San Pelagio West Service Area -14 1,940 - 146 - 146 - 0 - 0 - 146 - 146

Cg2) Metauro West Service Area 4,996 4,210 4,978 1,309 - 6,287 - -11 - -11 4,978 1,298 - 6,276

Cg3) Esino East Service Area 3,437 4,763 3,738 1,275 - 5,013 129 68 - 197 3,867 1,343 - 5,210

Cg3) Esino West Service Area 1,997 -16 1,428 285 - 1,713 - 89 - 89 1,428 374 - 1,802

Cg4) Sillaro East Service Area 7,525 8,631 3,545 4,732 - 8,277 1,307 69 - 1,375 4,852 4,801 - 9,652

Cg5) Santerno East Service Area -14 2,314 - 233 - 233 - 3 - 3 - 236 - 236

Cg5) Santerno West Service Area -14 2,169 - 149 - 149 - 39 - 39 - 188 - 188

Cg6) La Pioppa East Service Area 4,670 4,871 3,268 1,852 - 5,120 - - - - 3,268 1,852 - 5,120

Cg7) Murge West Service Area -14 865 - 122 - 122 - - - - - 122 - 122

Cg8) Bevano West Service Area -14 718 - 143 - 143 - 0 - 0 - 143 - 143

Cg9) Montefeltro East Service Area -14 2,253 - 380 - 380 - 0 - 0 - 380 - 380

Cg10) Chienti West Service Area -14 1,701 - 373 - 373 - 19 - 19 - 392 - 392

Total 34,751 29,943 - 64,694 2,619 1,064 - 3,684 37,370 31,007 - 68,378 C2) Toll stations, junctions and other network

investment

Ca1) New junction at Caprara di Campegine 12,765 -16 10,007 2,989 - 12,996 - - - - 10,007 2,989 - 12,996

Ca2) New junction and toll station at Ceprano 8,578 5,394 2,609 - 8,003 - 1 - 1 5,394 2,610 - 8,004




Total

Net amount as per

Arrangement (11)

Total


Available funding

Financial expenses


Available funding

Financial expenses


Available funding

Financial expenses

Total

Dh) Guidonia Junction 14,527 14,869 8,527 4,290 - 12,817 - 1 - 1 8,527 4,291 - 12,818

Di) Padua Industrial Estate junction and A13-A4 link at Km 101+093 46,286 39,776 6,916 3,693 157 10,766 9,592 1,117 577 11,286 16,508 4,810 734 22,052

Dl) Rubicone Junction 17,485 15,691 10,449 2,613 - 13,062 279 239 - 518 10,728 2,852 - 13,580

Dm) Villa Marzana Junction 4,429 4,008 2,147 1,862 - 4,009 - - - - 2,147 1,862 - 4,009

Dn) Ferentino Junction 17,384 16,604 9,158 7,465 - 16,623 - - - - 9,158 7,465 - 16,623

Do) Maddaloni Junction 13,369 12,006 - 390 - 390 - - - - - 390 - 390

Dp) Tunnel Safety Plan 168,076 244,900 115,732 20,979 - 136,711 730 2,055 - 2,785 116,462 23,034 - 139,496

Total 2,478,429 676,709 90,217 3,245,355 225,218 42,458 26,288 293,964 2,703,647 719,167 116,505 3,539,319

OTHER SPECIFIC PROJECTS REQUIRED UNDER ARTICLE 2

C1) Upgrade of service areas and related facilities

Ca4) Reggello West Serivce Area 2,338 3,425 1,746 1,472 - 3,218 - 201 - 201 1,746 1,673 - 3,419

Ca5) Prenestina East Service Area 2,321 -16 1,538 1,153 - 2,691 - 9 - 9 1,538 1,162 - 2,700

Ca6) Teano East Service Area 2,818 -16 1,194 1,576 - 2,770 - 1 - 1 1,194 1,577 - 2,771

Ca6) Teano West Service Area 5,041 4,996 2,602 1,808 - 4,410 - 342 - 342 2,602 2,150 - 4,752

Ca7) Nicola West Service Area 5,653 -16 3,656 1,405 - 5,061 - 49 - 49 3,656 1,454 - 5,110

Ca8) S. Zenone East Service Area 8,736 2,344 7 926 - 933 3 49 - 52 10 975 - 985

Ca8) S. Zenone West Service Area 3,618 3,567 - 516 - 516 - -42 - -42 - 474 - 474

Ca9) Cantagallo East Service Area 5,769 5,539 988 1,063 - 2,051 - -21 - -21 988 1,042 - 2,030

Ca9) Cantagallo West Service Area 7,420 5,996 4 990 - 994 834 33 - 867 838 1,023 - 1,861

Ca10) S. Martino East Service Area -14 2,611 - 200 - 200 - 14 - 14 - 214 - 214

Ca10) S. Martino West Service Area -14 2,858 - 243 - 243 - 15 - 15 - 258 - 258

Ca11) Lucignano West Service Area 2,047 1,540 362 229 - 591 347 125 - 471 709 354 - 1,062

Ca12) La Macchia West Service Area -14 2,328 - 595 - 595 - 0 - 0 - 595 - 595

Cb1) Brianza North Service Area 4,558 -16 464 2,422 - 2,886 - 13 - 13 464 2,435 - 2,899

Cb2) Lambro South Service Area 3,715 -16 1,492 1,980 - 3,472 - -134 - -134 1,492 1,846 - 3,338

Cb3) Valtrompia North Service Area 1,723 -16 1,335 156 - 1,491 - - - - 1,335 156 - 1,491

Cb4) Sebino North Service Area 1,914 1,780 40 439 - 479 - 62 - 62 40 501 - 541

Cb4) Sebino South Service Area 2,177 3,301 250 615 - 865 - 69 - 69 250 684 - 934

Cd1) Villoresi East Service Area 1,004 521 359 166 - 525 - 2 - 2 359 168 - 527

Cd1) Villoresi West Service Area 1,447 1,286 - 57 - 57 - - - - - 57 - 57

Cf1) Po West Service Area 3,001 -16 1,757 727 - 2,484 - - - - 1,757 727 - 2,484

Cf2) San Pelagio East Service Area -14 522 - 206 - 206 - - - - - 206 - 206

Cf2) San Pelagio West Service Area -14 1,940 - 146 - 146 - 0 - 0 - 146 - 146

Cg2) Metauro West Service Area 4,996 4,210 4,978 1,309 - 6,287 - -11 - -11 4,978 1,298 - 6,276

Cg3) Esino East Service Area 3,437 4,763 3,738 1,275 - 5,013 129 68 - 197 3,867 1,343 - 5,210

Cg3) Esino West Service Area 1,997 -16 1,428 285 - 1,713 - 89 - 89 1,428 374 - 1,802

Cg4) Sillaro East Service Area 7,525 8,631 3,545 4,732 - 8,277 1,307 69 - 1,375 4,852 4,801 - 9,652

Cg5) Santerno East Service Area -14 2,314 - 233 - 233 - 3 - 3 - 236 - 236

Cg5) Santerno West Service Area -14 2,169 - 149 - 149 - 39 - 39 - 188 - 188

Cg6) La Pioppa East Service Area 4,670 4,871 3,268 1,852 - 5,120 - - - - 3,268 1,852 - 5,120

Cg7) Murge West Service Area -14 865 - 122 - 122 - - - - - 122 - 122

Cg8) Bevano West Service Area -14 718 - 143 - 143 - 0 - 0 - 143 - 143

Cg9) Montefeltro East Service Area -14 2,253 - 380 - 380 - 0 - 0 - 380 - 380

Cg10) Chienti West Service Area -14 1,701 - 373 - 373 - 19 - 19 - 392 - 392

Total 34,751 29,943 - 64,694 2,619 1,064 - 3,684 37,370 31,007 - 68,378 C2) Toll stations, junctions and other network

investment

Ca1) New junction at Caprara di Campegine 12,765 -16 10,007 2,989 - 12,996 - - - - 10,007 2,989 - 12,996

Ca2) New junction and toll station at Ceprano 8,578 5,394 2,609 - 8,003 - 1 - 1 5,394 2,610 - 8,004




Total

Net amount as per

Arrangement (11)

Total


Available funding

Financial expenses


Available funding

Financial expenses


Available funding

Financial expenses

Total

Ca3) Junction and toll station at S. Maria Capua Vetere 11,338 6,035 4,323 - 10,358 - 25 - 25 6,035 4,348 - 10,383

Cc1) Upgrade of Busalla Junction 1,787 1,069 632 - 1,701 - - - - 1,069 632 - 1,701

Ce1) New junction at Capannori 14,259 13,974 4,148 - 18,122 - - - - 13,974 4,148 - 18,122

Cg1) Giulianova Junction 1,435 880 755 - 1,635 - - - - 880 755 - 1,635

Total 37,359 15,456 - 52,815 - 26 - 26 37,359 15,482 - 52,841

Upgrade and expansion of the motorway network and motorway feeder roads, improvement of traffic flows on access roads at port hubs and other minor investments including five new automated toll stations

Ch1) Construction of a new junction at Arezzo and interchange with the Strada dei Due Mari and the A1 and feeder roads -14 45,000 - - - - - - - - - - - -

Ch2) New Bazzanese 41,400 41,400 - 10,350 - 10,350 - 8,280 - 8,280 - 18,630 - 18,630

Ch3) S. Cesario Interchange 26,539 26,539 - 5,436 222 5,658 - - 256 256 - 5,436 478 5,914

Ch4) Improvement of local feeder roads to the A1 motorway at the Barberino-Calenzano-Florence South-Incisa junctions with works on SP8-SS67-SS69-SP34 – support road to the Calenzano and Rignano industrial estates. -19 86,705 31,185 4,904 1,612 37,701 7,048 2,656 1,557 11,261 38,233 7,560 3,169 48,962

Ch5) Rho-Monza (Section 1) 183,340 157,559 30,703 19,220 669 50,592 41,056 5,430 2,407 48,893 71,759 24,650 3,076 99,485

Ch6) Port access road (Voltri) -14 15,000 - 323 - 323 - - - - - 323 - 323

Ch7) New Crespellano (previously La Muffa) Junction 32,329 27,749 1,555 3,194 97 4,846 7,598 1,967 232 9,797 9,153 5,161 329 14,643

Ch8) Local roads and improvement of access at the Lavagna toll station (Viale Kasman) -14 20,000 - 267 - 267 - - - - - 267 - 267

Ch10) Bologna Ring Road (7) -20 118,704 95,257 21,282 3,246 119,785 - 128 - 128 95,257 21,410 3,246 119,913

C3) Upgrade of fourth lane A4 between V.le Certosa and Sesto San Giovanni junctions 226,046 212,540 7,478 5,016 548 13,042 - 628 569 1,197 7,478 5,644 1,117 14,239

C3) New S.Maria del Piave toll station -14 13,784 - 451 - 451 - - - - - 451 - 451

C3) New Foggia Industral Park toll station 14,222 11,669 2,808 764 - 3,572 3,560 474 - 4,034 6,368 1,238 - 7,606

C3) New Bisceglie toll station -14 5,422 - 61 - 61 - - - - - 61 - 61

C3) New Orvieto North toll station -14 13,239 - 340 - 340 - - - - - 340 - 340

C3) New Borgonovo toll station 9,890 9,508 - 528 51 579 - 76 27 103 - 604 78 682

C3) Construction of new Dalmine toll plaza -14 10,000 - - - - - 48 - 48 - 48 - 48

C3) Link road joining Val Fontanabuona and A12 -14 5,950 - 3,435 91 3,526 - 1,954 120 2,074 - 5,389 211 5,600

C3) Ordinary link road serving Bologna Interporto junction -14 2,500 - - - - - - - - - - - -

C3) Completion of Baveno junction -14 2,002 - 96 - 96 - 31 - 31 - 127 - 127

C3) Completion of Rapallo junction 1,098 1,247 102 529 - 631 - -3 - -3 102 526 - 628

C3) Change to A11 Florence-Pisa North exit road on to SS1 Aurelia at Migliarino -14 1,000 - - - - - - - - - - - -

C3) Total 169,088 76,196 6,536 251,820 59,262 21,668 5,168 86,098 228,350 97,864 11,704 337,918

Total specific projects required under article 2 241,198 121,595 6,536 369,329 61,881 22,758 5,168 89,808 303,079 144,353 11,704 459,137

OTHER UNSPECIFIED INVESTMENT

C1) Upgrade of service areas and buildings used in operations -18 -18 1,951,450 1,671 1,953,121 72,740 - 72,740 2,024,190 1,671 2,025,861

C2) Toll stations, junctions and remaining network investments

C3) Upgrade and expansion of the motorway network and motorway feeder roads and other minor investments (unspecified works).




Total

Net amount as per

Arrangement (11)

Total


Available funding

Financial expenses


Available funding

Financial expenses


Available funding

Financial expenses

Total

Ca3) Junction and toll station at S. Maria Capua Vetere 11,338 6,035 4,323 - 10,358 - 25 - 25 6,035 4,348 - 10,383

Cc1) Upgrade of Busalla Junction 1,787 1,069 632 - 1,701 - - - - 1,069 632 - 1,701

Ce1) New junction at Capannori 14,259 13,974 4,148 - 18,122 - - - - 13,974 4,148 - 18,122

Cg1) Giulianova Junction 1,435 880 755 - 1,635 - - - - 880 755 - 1,635

Total 37,359 15,456 - 52,815 - 26 - 26 37,359 15,482 - 52,841

Upgrade and expansion of the motorway network and motorway feeder roads, improvement of traffic flows on access roads at port hubs and other minor investments including five new automated toll stations

Ch1) Construction of a new junction at Arezzo and interchange with the Strada dei Due Mari and the A1 and feeder roads -14 45,000 - - - - - - - - - - - -

Ch2) New Bazzanese 41,400 41,400 - 10,350 - 10,350 - 8,280 - 8,280 - 18,630 - 18,630

Ch3) S. Cesario Interchange 26,539 26,539 - 5,436 222 5,658 - - 256 256 - 5,436 478 5,914

Ch4) Improvement of local feeder roads to the A1 motorway at the Barberino-Calenzano-Florence South-Incisa junctions with works on SP8-SS67-SS69-SP34 – support road to the Calenzano and Rignano industrial estates. -19 86,705 31,185 4,904 1,612 37,701 7,048 2,656 1,557 11,261 38,233 7,560 3,169 48,962

Ch5) Rho-Monza (Section 1) 183,340 157,559 30,703 19,220 669 50,592 41,056 5,430 2,407 48,893 71,759 24,650 3,076 99,485

Ch6) Port access road (Voltri) -14 15,000 - 323 - 323 - - - - - 323 - 323

Ch7) New Crespellano (previously La Muffa) Junction 32,329 27,749 1,555 3,194 97 4,846 7,598 1,967 232 9,797 9,153 5,161 329 14,643

Ch8) Local roads and improvement of access at the Lavagna toll station (Viale Kasman) -14 20,000 - 267 - 267 - - - - - 267 - 267

Ch10) Bologna Ring Road (7) -20 118,704 95,257 21,282 3,246 119,785 - 128 - 128 95,257 21,410 3,246 119,913

C3) Upgrade of fourth lane A4 between V.le Certosa and Sesto San Giovanni junctions 226,046 212,540 7,478 5,016 548 13,042 - 628 569 1,197 7,478 5,644 1,117 14,239

C3) New S.Maria del Piave toll station -14 13,784 - 451 - 451 - - - - - 451 - 451

C3) New Foggia Industral Park toll station 14,222 11,669 2,808 764 - 3,572 3,560 474 - 4,034 6,368 1,238 - 7,606

C3) New Bisceglie toll station -14 5,422 - 61 - 61 - - - - - 61 - 61

C3) New Orvieto North toll station -14 13,239 - 340 - 340 - - - - - 340 - 340

C3) New Borgonovo toll station 9,890 9,508 - 528 51 579 - 76 27 103 - 604 78 682

C3) Construction of new Dalmine toll plaza -14 10,000 - - - - - 48 - 48 - 48 - 48

C3) Link road joining Val Fontanabuona and A12 -14 5,950 - 3,435 91 3,526 - 1,954 120 2,074 - 5,389 211 5,600

C3) Ordinary link road serving Bologna Interporto junction -14 2,500 - - - - - - - - - - - -

C3) Completion of Baveno junction -14 2,002 - 96 - 96 - 31 - 31 - 127 - 127

C3) Completion of Rapallo junction 1,098 1,247 102 529 - 631 - -3 - -3 102 526 - 628

C3) Change to A11 Florence-Pisa North exit road on to SS1 Aurelia at Migliarino -14 1,000 - - - - - - - - - - - -

C3) Total 169,088 76,196 6,536 251,820 59,262 21,668 5,168 86,098 228,350 97,864 11,704 337,918

Total specific projects required under article 2 241,198 121,595 6,536 369,329 61,881 22,758 5,168 89,808 303,079 144,353 11,704 459,137

OTHER UNSPECIFIED INVESTMENT

C1) Upgrade of service areas and buildings used in operations -18 -18 1,951,450 1,671 1,953,121 72,740 - 72,740 2,024,190 1,671 2,025,861

C2) Toll stations, junctions and remaining network investments

C3) Upgrade and expansion of the motorway network and motorway feeder roads and other minor investments (unspecified works).




Total

Net amount as per

Arrangement (11)

Total


Available funding

Financial expenses


Available funding

Financial expenses


Available funding

Financial expenses

Total

C4) Noise abatement plan

C5) Improvement of safety standards

C6) Technological plant improvements

C7) Other improvements and capitalised non-routine maintenance

Total other unspecified investment 1,951,450 1,671 1,953,121 72,740 - 72,740 2,024,190 1,671 2,025,861

E) New investment remunerated pursuant to CIPE Resolution 39 of 15 June 2007 -18 -18 122,079 10,108 - 132,187 27,176 3,501 - 30,677 149,255 13,609 - 162,864 Grand total 10,711,406 732,360 11,443,766 825,788 46,253 872,041 11,537,194 778,613 12,315,807

Handover of service areas free of charge 116,923 6,577 123,500

New works under article 15 of the 2007 Single Concession Arrangement 40,297 43 40,340

Capitalised staff costs. change in advances paid to suppliers and other sundries 315,035 17,847 332,882

Total investment in assets to be handed over 11,916,021 896,508 12,812,529

(1) Includes Ab) “Sasso Marconi-La Quercia”, Ba2) “Sasso Marconi-La Quercia – completion of lot 4 and complementary works” and completed contracts under the 1997 Arrangement.

(2) Local works relating to the section are included in Ai) “Landscaping”.(3) Including works completed under the 1997 Arrangement. (4) Works completed under the 1997 Arrangement. (5) Includes Lot 2 Bis.(6) Includes Lot 5 Bis.(7) Percentage of the works included in “Other investments”.(8) Includes noise abatement work Pra’ Palmaro area.(9) Information provided only for specific projects.(10) Unless otherwise indicated: the gross amount to be financed by Autostrade per l’Italia as per final/executive designs (including the variation appraisal) of

projects, or related lots/phases, for which at 31 December 2015 approval has been given by the Grantor, or the amount expected to be financed by Autostrade per l’Italia in the agreements with final approval from the Grantor at 31 December 2015 (for projects to be carried out by third parties). If the document approving the design/appraisal/agreement relating to the project (or to one of the related Lots/phases) does not show the gross amount of the base tender price, the figure shown is the net amount indicated in the document itself.

(11) Net amount envisaged per project(s) in the Addendum to the Single Concession Arrangement of 24 December 2014, as updated by the report of 15 September 2014.

(12) The gross approved amount for the “Barberino toll station” is included in the gross amount approved for the “La Quercia-Aglio” section.(13) The gross approved amount for landscaping work for the Casalecchio-Sasso Marconi and Sasso Marconi-La Quercia sections is included in the gross amounts

approved for the “Ab-Sasso Marconi-La Quercia”, “Ac-La Quercia-Aglio” and “Ad-Aglio Barberino” projects.(14) At 31 December 2015, approval has not been given for the final/executive design for the project or for the related lots/phases, or for the agreements governing

construction where this is to be carried out by third parties.(15) The gross approved amount only includes the Executive Designs for the lots that have received approval.(16) Project(s) whose value is not shown in the Addendum to the Single Concession Arrangement of 24 December 2013, as updated by the report of 15 September

2014.(17) The completion of expansion of the Brianza North service area was included in the first vaiation appraisal for the fourth lane of the Milan-Bergamo Lot 1 (net

amount).(18) Unspecified project(s).(19) The gross approved amount for the project is included in the item “Ae) Barberino-Florence North”, forming part of the Bologna-Florence upgrade.(20) The gross approved amount is included in item “B) Bologna Ring Road” in “Remaining investment in third and fourth lanes”.

(*) Base Tender Price includes advance payments, reserves and savings to be refunded to the contractor pursuant to articcle 11, Ministerial Decree 145/2000 and statutory payments for changes in prices of materials.

Total investment in assets to be handed over (pursuant to article 2 of the Single Concession Arrangement of 2007) 896,508

Adjusted by:

Capitalised financial expenses (relating to construction services for which no additional economic benefits are received) -19,907

Handover, free of charge, of service areas -6,577

Total investment in assets held under concession (as indicated in note 5.2) 870,024




Total

Net amount as per

Arrangement (11)

Total


Available funding

Financial expenses


Available funding

Financial expenses


Available funding

Financial expenses

Total

C4) Noise abatement plan

C5) Improvement of safety standards

C6) Technological plant improvements

C7) Other improvements and capitalised non-routine maintenance

Total other unspecified investment 1,951,450 1,671 1,953,121 72,740 - 72,740 2,024,190 1,671 2,025,861

E) New investment remunerated pursuant to CIPE Resolution 39 of 15 June 2007 -18 -18 122,079 10,108 - 132,187 27,176 3,501 - 30,677 149,255 13,609 - 162,864 Grand total 10,711,406 732,360 11,443,766 825,788 46,253 872,041 11,537,194 778,613 12,315,807

Handover of service areas free of charge 116,923 6,577 123,500

New works under article 15 of the 2007 Single Concession Arrangement 40,297 43 40,340

Capitalised staff costs. change in advances paid to suppliers and other sundries 315,035 17,847 332,882

Total investment in assets to be handed over 11,916,021 896,508 12,812,529

(1) Includes Ab) “Sasso Marconi-La Quercia”, Ba2) “Sasso Marconi-La Quercia – completion of lot 4 and complementary works” and completed contracts under the 1997 Arrangement.

(2) Local works relating to the section are included in Ai) “Landscaping”.(3) Including works completed under the 1997 Arrangement. (4) Works completed under the 1997 Arrangement. (5) Includes Lot 2 Bis.(6) Includes Lot 5 Bis.(7) Percentage of the works included in “Other investments”.(8) Includes noise abatement work Pra’ Palmaro area.(9) Information provided only for specific projects.(10) Unless otherwise indicated: the gross amount to be financed by Autostrade per l’Italia as per final/executive designs (including the variation appraisal) of

projects, or related lots/phases, for which at 31 December 2015 approval has been given by the Grantor, or the amount expected to be financed by Autostrade per l’Italia in the agreements with final approval from the Grantor at 31 December 2015 (for projects to be carried out by third parties). If the document approving the design/appraisal/agreement relating to the project (or to one of the related Lots/phases) does not show the gross amount of the base tender price, the figure shown is the net amount indicated in the document itself.

(11) Net amount envisaged per project(s) in the Addendum to the Single Concession Arrangement of 24 December 2014, as updated by the report of 15 September 2014.

(12) The gross approved amount for the “Barberino toll station” is included in the gross amount approved for the “La Quercia-Aglio” section.(13) The gross approved amount for landscaping work for the Casalecchio-Sasso Marconi and Sasso Marconi-La Quercia sections is included in the gross amounts

approved for the “Ab-Sasso Marconi-La Quercia”, “Ac-La Quercia-Aglio” and “Ad-Aglio Barberino” projects.(14) At 31 December 2015, approval has not been given for the final/executive design for the project or for the related lots/phases, or for the agreements governing

construction where this is to be carried out by third parties.(15) The gross approved amount only includes the Executive Designs for the lots that have received approval.(16) Project(s) whose value is not shown in the Addendum to the Single Concession Arrangement of 24 December 2013, as updated by the report of 15 September

2014.(17) The completion of expansion of the Brianza North service area was included in the first vaiation appraisal for the fourth lane of the Milan-Bergamo Lot 1 (net

amount).(18) Unspecified project(s).(19) The gross approved amount for the project is included in the item “Ae) Barberino-Florence North”, forming part of the Bologna-Florence upgrade.(20) The gross approved amount is included in item “B) Bologna Ring Road” in “Remaining investment in third and fourth lanes”.

(*) Base Tender Price includes advance payments, reserves and savings to be refunded to the contractor pursuant to articcle 11, Ministerial Decree 145/2000 and statutory payments for changes in prices of materials.

Total investment in assets to be handed over (pursuant to article 2 of the Single Concession Arrangement of 2007) 896,508

Adjusted by:

Capitalised financial expenses (relating to construction services for which no additional economic benefits are received) -19,907

Handover, free of charge, of service areas -6,577

Total investment in assets held under concession (as indicated in note 5.2) 870,024


Subsidiaries, associates and joint ventures accounted for using the equity method as at 31 December 2015 (article 3, point 1.l of the 2007 Single Concession Arrangement)

Name E000

Measurement (art. 2426,

para. 1, 4) (1)

(A)

Carryingamount

(B)

Difference between

measurement pursuant to

article 2426, para. 1, 4 (1) and

carrying amount (A - B)

Subsidiaries

Autostrade dell’Atlantico Srl (2) 907,465 1,152,837 -245,372 (3)

Stalexport Autostrady SA (2) 97,115 104,842 -7,727 (3)

Società Autostrada Tirrenica pA 114,245 90,605 23,640

Tangenziale di Napoli SpA 174,284 54,506 119,778

Telepass SpA 102,518 25,485 77,033

Ecomouv Sas 24,217 18,917 5,300

Autostrade Meridionali SpA 70,127 14,938 55,189

Autostrade Tech SpA 52,415 5,444 46,971

AD Moving SpA 922 3,995 -3,073 (3)

Infoblu SpA 4,565 3,875 690

Società Italiana pA per il Traforo del Monte Bianco 126,464 2,318 124,146

EssediEsse Società di Servizi SpA 1,145 501 644

Autostrade Indian Infrastructure Development Private Limited 892 486 406

Giove Clear Srl 1,783 20 1,763

Tech Solutions Integrators Sas -10,728 - -10,728 (4)

1,667,429 1,478,769 188,660

Associates

Pavimental SpA 11,373 9,621 1,752

Società Infrastrutture Toscane SpA (in liquidation) 6,718 6,742 -24

Pedemontana Veneta SpA (in liquidation) 1,839 1,935 -96

Spea Engineering SpA 17,448 1,729 15,719

Bologna & Fiera Parking SpA 146 676 -530

Consorzio Autostrade Italiane Energia 29 29 -

37,553 20,732 16,821

1,704,982 1,499,501 205,481

(1) Autostrade per l’Italia’s measurement of subsidiaries and associates using the equity method is consistent with IFRS, as applied by Autostrade per l’Italia.

(2) Valued with reference to the consolidation reporting package prepared by this company and its subsidiaries for the purposes of the Autostrade per l’Italia Group’s consolidated financial statements.

(3) As stated in note 5.3, The higher carrying amount of the investment compared with the value resulting from measurement using the equity method does not represent an indication of potential impairment and the carrying amount is deemed to be recoverable in full, taking into account the estimated present value of these companies’ net operating cash flow, being that of the operators they control.

(4) Further details are provided in note 5.3.

Annex 4



5.

REPORTS


Attestation of the consolidated financial statements pursuant to article 81-ter of Consob Regulation 11971 of 14 May 1999, as amended

1. We, the undersigned, Giovanni Castellucci and Giancarlo Guenzi, as Chief Executive Officer and as the manager responsible for Atlantia SpA’s financial reporting, having taken account of the provisions of article 154-bis, paragraphs 3 and 4 of Legislative Decree 58 of 24 February 1998, attest to:• the adequacy with regard to the nature of the Company and• the effective applicationof the administrative and accounting procedures adopted in preparation of the consolidated financial statements during 2015.

2. The administrative and accounting procedures adopted in preparation of the consolidated financial statements as at and for the year ended 31 December 2015 were drawn up, and their adequacy assessed, on the basis of the regulations and methods drawn up by Atlantia SpA in accordance with the Internal Control - Integrated Framework model issued by the Committee of Sponsoring Organizations of the Treadway Commission. This Commission has established a body of general principles providing a standard for internal control systems that is generally accepted at international level.

3. We also attest that3.1 the consolidated financial statements:

a) have been prepared in compliance with international accounting standards approved for application in the European Community by EC Regulation 1606/2002, passed by the European Parliament and by the Council on 19 July 2002;

b) are consistent with the underlying accounting books and records;c) present a true and fair view of the financial position and results of operations of the issuer and the

consolidated companies;3.2 the report on operations contains a reliable analysis of operating trends and results, in addition to the state

of affairs of the issuer and the consolidated companies, together with a description of the principal risks and uncertainties to which they are exposed.

4 March 2016

Giovanni Castellucci Giancarlo Guenzi

Chief Executive Officer Manager responsible for financial reporting

Attestations of the consolidated and separate financial statements

Reports 317

Attestation of the separate financial statements pursuant to article 81-ter of Consob Regulation 11971 of 14 May 1999, as amended

1. We, the undersigned, Giovanni Castellucci and Giancarlo Guenzi, as Chief Executive Officer and as the manager responsible for Atlantia SpA’s financial reporting, having taken account of the provisions of art. 154-bis, paragraphs 3 and 4 of Legislative Decree 58 of 24 February 1998, attest to:• the adequacy with regard to the nature of the Company and• the effective applicationof the administrative and accounting procedures adopted in preparation of the separate financial statements during 2015.

2. The administrative and accounting procedures adopted in preparation of the separate financial statements as at and for the year ended 31 December 2015 were drawn up, and their adequacy assessed, on the basis of the regulations and methods drawn up by Atlantia SpA in accordance with the Internal Control–Integrated Framework model issued by the Committee of Sponsoring Organizations of the Treadway Commission. This Commission has established a body of general principles providing a standard for internal control systems that is generally accepted at international level.

3. We also attest that3.1 the separate financial statements:

a) have been prepared in compliance with international accounting standards approved for application in the European Community by EC Regulation 1606/2002, passed by the European Parliament and by the Council on 19 July 2002;

b) are consistent with the underlying accounting books and records;c) present a true and fair view of the financial position and results of operations of the issuer;

3.2 the report on operations contains a reliable analysis of operating trends and results, in addition to the state of affairs of the issuer, together with a description of the principal risks and uncertainties to which it is exposed.

4 March 2016

Giovanni Castellucci Giancarlo Guenzi

Chief Executive Office Manager responsible for financial reporting


to the Annual General Meeting of the Shareholders of Autostrade per l’Italia SpA

During the financial year ended 31 December 2015, we performed the audit procedures required by law, adopting, inter alia, the Standards recommended by the Italian accounting profession.Having issued securities admitted to listing on the screen-based exchange organised and managed by Borsa Italiana SpA, in accordance with art. 16 of Legislative Decree 39/2010, Autostrade per l’Italia is now classified as a public interest entity. Accordingly, in accordance with art. 19 of the above Legislative Decree 39/2010, the Board of Statutory Auditors has. From 2015, assumed the role of Internal and Statutory Audit Committee.

Specifically:• we verified compliance with the law and the articles of association; • we obtained reports from the Directors, providing adequate information on the Company’s activities and on

transactions carried out by the Company and its subsidiaries with a major impact on the Company’s results of operations, financial position and cash flow, ensuring that the actions decided on and carried out were in compliance with the law and the articles of association, were not subject to any potential conflict of interest or contrary to the resolutions adopted by the General Meeting, and were not clearly imprudent or risky or such as to compromise the value of the Company;

• in accordance with our responsibilities, we obtained information on and checked the adequacy of the Company’s organisational structure and on observance of the principles of good governance, by means of direct observation, the gathering of information from the heads of the various departments and through meetings with the independent auditors with a view to exchanging the relevant data and information; in this regard we have no special observations to make;

• we assessed and verified the adequacy of the administrative/accounting system and its ability to correctly represent operating activities, by gathering information from the respective heads of department, examining corporate documents and analysing the results of the work carried out by the independent auditors;

• we verified that the company is subject to the management and coordination of Atlantia SpA. In addition, with reference to relations between Autostrade per l’Italia and its parent, Atlantia, as noted in our reports for previous years, following the Group’s restructuring in 2007, Atlantia is a holding company responsible for investments and portfolio strategies, capable of supporting growth in the infrastructure and network management sector, but without having any direct operational role, which has been assigned to the subsidiary, Autostrade per l’Italia SpA, as an operating parent company in the motorway sector. Autostrade per l’Italia SpA thus has responsibility for management and coordination of the motorway operators and industrial companies it controls. As a result, Autostrade per l’Italia’s subsidiaries have complied with the requirements of article 2497-bis of the Italian Civil Code.In relation to the role of sub-holding company for the motorway sector assumed by Autostrade per l’Italia SpA, in order to improve and develop strategy with the aim of achieving performance targets and in accordance with the regulations governing the role of holding companies within corporate groups, Autostrade per l’Italia has established various committees (consisting of the main heads of the operating departments and presided over by senior management). In this regard, as noted in the report for the previous year, from 11 February 2014 the previous structure of the committees changed. The Company currently has an Executive Committee, a Post Audit Committee and a Consultative Committee for the Monitoring of Reserves;

• Legislative Decree 39/2010 requires the Board of Statutory Auditors (identified by article 19 of the decree as the “Internal and Statutory Audit Committee”) to oversee the following:• the financial reporting process;• the effectiveness of internal control, internal audit and risk management systems;• the statutory audit of the annual and consolidated accounts;• the independence of the independent auditors, checking any services other than auditing provided.

With specific reference to the requirements of Legislative Decree 39/2010, the following should be noted.

Oversight of the financial reporting process

The Board of Statutory Auditors has verified the existence of regulations and procedures governing the process of preparing and publishing financial information. In this regard, the report on operations includes section 2.10 “Corporate governance”, which also represents the report on corporate governance required by article 123-bis of Legislative

Report of the Board of Statutory Auditors to the Annual General Meeting (pursuant to article 153 of Legislative Decree 58/1998 and article 2429, paragraph 2 of the Italian Civil Code)

Reports 319

Decree 58 of 24 February 1998 (the “CFA”). This section defines guidelines for the establishment and management of administrative and accounting procedures. The Board of Statutory Auditors, with the assistance of the manager responsible for financial reporting, examined the procedures involved in preparing the Company’s financial statements and the consolidated financial statements, in addition to periodic financial reports. The Board of Statutory Auditors also received information on the process that enables the manager responsible for financial reporting and the Chief Executive Officer to issue the attestations required by article 154-bis of the CFA.In this regard, on 4 March 2016, the Chief Executive Officer and the manager responsible for financial reporting issued the attestations of the consolidated and separate financial statements required by article 81-ter of the Consob Regulations of 14 May 1999, as amended.The Board of Statutory Auditors thus believes the financial reporting process to be adequate and deems that there is nothing to report to the General Meeting.

Oversight of the effectiveness of the internal control, internal audit and risk management systems and the statutory audit of the annual and consolidated accounts

The Board of Statutory Auditors has assessed and verified the adequacy of the internal control system and the effectiveness of internal control and risk management systems.Following changes to the structure of the Atlantia Group and its organisation, in 2014 the Company’s Internal Audit department was closed down and, from 1 January 2015, the parent, Atlantia, established a Group Internal Audit department, reporting to the Chairman of Atlantia, with responsibility for conducting audit activities throughout the Atlantia Group. In order to monitor and improve the effectiveness and efficiency of the internal control and risk management system, Autostrade per l’Italia therefore depends on the Group Internal Audit department set up by the parent, Atlantia.On 12 February 2016, Autostrade per l’Italia’s Board of Directors approved the 2016 Audit Plan.As part of the internal control system, as it relates to the financial reporting process, the group headed by Autostrade per l’Italia has implemented and regularly revises internal controls over financial reporting, based on a series of administrative and accounting procedures designed to ensure reliability, accuracy, integrity and timeliness in accordance with the regulations governing financial reporting.During our periodic meetings with the Head of Atlantia’s Group Internal Audit department and the Risk Officer, the Board of Statutory Auditors was kept fully informed regarding internal auditing activities (with a view to assessing the adequacy and functionality of the internal control system, and compliance with the law and with internal procedures and regulations), and the activities of the Risk Officer in identifying, measuring, managing and monitoring the risks included in the Company’s current Business Risk Model (compliance, regulatory and operational risks), in order to provide the necessary support to these departments in reviewing the design of the internal control system and monitoring implementation of the resulting changes.The Board of Statutory Auditors held periodic meetings with the independent auditors, Deloitte & Touche SpA, to obtain information and data regarding the audits conducted, overseeing the audit of the annual and consolidated accounts. We have nothing to report in this regard.Furthermore, we note that, during 2015, Autostrade per l’Italia’s Supervisory Board, with the help of an expert in criminal law, continued its review of the organisational, management and control model adopted by Autostrade per l’Italia, pursuant to Legislative Decree 231/2001, in order to ensure that the model had kept pace with changes in legislation and in the Company’s organisational structure during the year. In particular, the Supervisory Board dealt with issues arising during its review of the Organisational Model (revised to take into account the new offences of self-laundering and false accounting added in the first half of 2015) and drew up a plan of action for monitoring and assessing the adequacy and effective implementation of the Model. In addition, based on the revised map of the areas at risk of breaching Legislative Decree 231, the process revising the General Part and other special parts of the organisational Model is in process.The Board of Statutory Auditors examined the Supervisory Board’s reports on their activities in the first and second halves of 2015 and do not have anything to mention in this regard in this report.

Independence of the independent auditors, checking any services other than auditing provided

The Board of Statutory Auditors verified, also with reference to the provisions of article 19 of Legislative Decree 39/2010, the independence of the independent auditors, Deloitte & Touche, checking the nature and entity of any services other than auditing provided to Autostrade per l’Italia and its subsidiaries by the auditors and by their associates.


We also checked that, in compliance with the requirements of art. 149-duodecies of Consob Regulation 11971/1999, information on the type of services provided to Autostrade per l’Italia and its subsidiaries by Deloitte & Touche or associates of Deloitte & Touche in 2015, and the related fees, is provided in an annex to the financial statements.

The fees paid by the Autostrade per l’Italia Group to the independent auditors, Deloitte & Touche or associates of Deloitte & Touche, are as follows:

• audit E866 thousand• certification (audit-related) E23 thousand• other services E249 thousand

making a total of E1,138 thousand.

It should be noted that:the category “Other services” (those other than audit or certification) includes E147 thousand for services relating to signature of the Company’s tax return and Form 770, agreed-upon procedures on accounting data and information, comfort letters relating to offering circulars, whilst E102 thousand regards checks on the income tax applied to employees and obligations as a withholding agent and agreed-upon procedures on accounting data and information.In addition, on 21 March 2016, Deloitte & Touche provided their annual confirmation of independence pursuant to article 17, paragraph 9.a) of Legislative Decree 39/2010.In the light of the above, we therefore deem that the independent auditors, Deloitte & Touche, meet the requirements for independence.

Finally, pursuant to article 13, paragraph 1 of Legislative Decree 39/2010, on 19 February 2015, the Board of Statutory Auditors prepared a reasoned recommendation to Autostrade per l’Italia’s shareholders regarding a request, received from Deloitte & Touche on 12 February 2015, for a supplement of E3,904 for 2014 and E12,842 for the period 2015-2020 to be added to the fees payable for the years between 2014 and 2020, in recognition of an additional workload.• with respect to the contractual obligations deriving from the Single Concession Arrangement signed by ANAS

and Autostrade per l’Italia on 12 October 2007, which became fully effective from 8 June 2008, the day following publication of Law 101/2008 in the Official Gazette, which approved the single concession arrangements entered into at that time, including that of Autostrade per l’Italia, we had meetings with the head of the department responsible for compliance with the terms of the Single Concession Arrangement, and for preparing periodic reports for senior management on compliance with the terms of the Single Concession Arrangement with ANAS, in order to be periodically updated on the Company’s compliance with the terms of the Single Concession Arrangement;

• we held meetings with representatives of the independent auditors, pursuant to article 150, paragraph 2 of Legislative Decree 58/98, and no significant information that should be included in this report has come to light;

• as noted in reports for previous years, Autostrade per l’Italia has opted to participate in the tax consolidation arrangement prepared by the parent, Atlantia;

• as reported in the notes to the consolidated financial statements, the consolidated financial statements as at and for the year ended 31 December 2015, prepared on the basis that the Parent Company and consolidated companies are going concerns, have been prepared pursuant to articles 2 and 3 of Legislative Decree 38/2005, and in compliance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board and endorsed by the European Commission, as in force at the end of the reporting period. These standards include the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC), in addition to previous International Accounting Standards (IAS) and interpretations issued by the Standard Interpretations Committee (SIC) and still in force at the end of the reporting period. For the sake of simplicity, all the above standards and interpretations are hereinafter referred to as “IFRS”. Moreover, the measures introduced by the Consob, in application of paragraph 3 of article 9 of Legislative Decree 38/2005, relating to the preparation of financial statements, have also been taken into account;

• as described in the Introduction to the section “Group Financial review”, the accounting standards applied during preparation of the consolidated accounts for the year ended 31 December 2015 are consistent with those adopted for the consolidated financial statements for the previous year, in that the new standards and interpretations that have come into effect since 1 January 2015 have not had a material impact on the Company’s accounts. In addition, we note that, as described in the above Introduction, the reclassified financial statements included and analysed in the above-mentioned “Group Financial review” have not been audited.Furthermore, no critical issues have arisen requiring application of the exemptions to IFRS permitted by IAS 1.19;

Reports 321

• the accounts have been submitted to the required controls by the independent auditors, Deloitte & Touche SpA, appointed by the Annual General Meeting of 24 April 2012 for the annual reporting periods, 2012-2020. During periodic meetings with the Board, the independent auditors had nothing to report in this regard;

• we checked that no complaints have been lodged under art. 2408 of the Italian Civil Code, and no complaints of any kind have been presented;

• the Board of Statutory Auditors issued the mandatory opinion required by article 154-bis of the CFA relating to the appointment of the manager responsible for financial reporting;

• we have examined the financial statements as at and for the year ended 31 December 2015, with regard to which we state the following.

– in view of the fact that it is not our responsibility to audit the Company’s separate and consolidated financial statements, we checked the overall basis of presentation of the financial statements and their general compliance with the laws relating to their preparation and structure; we have no particular observations to make in this regard.

– we verified compliance with the laws governing preparation of the report on operations and have no particular observations to make in this regard.

– to the best of our knowledge, in preparing the financial statements, the Directors did not elect to apply any of the exemptions permitted by article 2433, paragraph 4 of the Italian Civil Code.

– we verified that the financial statements are consistent with the information in our possession, as a result of carrying out our duties, and have no particular observations to make in this regard.

– we note that the report on operations includes a section entitled “Significant regulatory aspects”, in which the Directors provide information on certain events in 2015, including reference to their potential implications for the future. In particular, full information is provided about: - Toll increases with effect from 1 January 2016 - Legal actions brought by Autostrade Meridionali, challenging the Grantor - Reduced tolls for frequent users - Five-yearly revision of the financial plans of Tangenziale di Napoli and Raccordo Autostradale Valle d’Aosta - Addendum to Società Autostrada Tirrenica’s Single Concession Arrangement - Award of the concession for the A3 Naples-Pompei-Salerno motorway - Enabling Act on tenders and concessions

– We note that the report on operations includes a section, “Outlook and risks or uncertainties”, in which the Directors stress that Despite the continuing instability of the global economy, the consolidated operating results are expected to register improvements across all the Group’s areas of business in 2016, and that the Group’s results for 2016 will also benefit from the tangible reduction in the cost of debt, thanks to the steps taken in 2015 to improve the capital structure.

The above audit procedures were carried out during 14 meetings of the Board of Statutory Auditors and by taking part in 12 meetings of the Board of Directors.As a result of the audit procedures carried out and on the basis of the information obtained from the independent auditors, we are not aware of any negligence, fraud, irregularities or any other material events that would require a report to be made to regulatory bodies or disclosed in this report. We also approve the proposal of the Board of Directors with respect to the appropriation of profit for the year.After also considering the fact that the independent auditors’ report, containing their opinion on the fact that the separate and consolidated financial statements comply with the applicable laws and accounting standards, and their opinion on the consistency of the report on operations with the financial statements, was issued on 30 March 2016, without any reservations or additional information, we invite the Annual General Meeting to approve the Annual Report for the year ended 31 December 2015, as prepared by the Directors.Finally, the Board of Statutory Auditors reminds the Meeting that the term of office of the Board of Directors expires with approval of the financial statements for the year ended 31 December 2015. You are thus invited to elect a new Board of Directors.

30 March 2016

Antonio Mastrapasqua (Chairman)Giandomenico Genta (Auditor)Antonio Parente (Auditor)


Report of the Independent Auditors

Reports 323


Reports 325

6.KEY INDICATORS FOR SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES


The figures provided below were extracted from the companies’ most recent approved financial statements. The companies reporting date is 31 December of each year, unless otherwise indicated.

Telepass, Autostrade Meridionali and the Stalexport Autostrady group present financial statements prepared in accordance with international financial reporting standards, whereas the other companies’ financial statements are prepared in accordance with accounting principles generally accepted in their countries.

Subsidiaries

AD Moving SpA Autostrade dell’Atlantico Srl

Financial position (E000) 31/12/2015 31/12/2014 31/12/2015 31/12/2014


of which non-current investments - 470,897 470,897

Current assets 6,790 5,049 113,182 244,946

Other assets 5 7 - 1

Total assets 8,004 6,359 625,884 751,447

Equity 995 992 621,788 746,389

of which issued capital 1,000 1,000 1,000 1,000

Provisions and post-employment benefits 156 143 - -

Payables 6,835 5,198 4,096 5,058

Other liabilities 18 26 - -

Total equity and liabilities 8,004 6,359 625,884 751,447

Results of operations (E000) 2015 2014 2015 2014

Value of production 8,585 8,972 - -

Costs of production -8,487 -8,844 -165 -132

Operating profit/(loss) 98 128 -165 -132

Profit/(Loss) for the period 3 61 5,399 532

Autostrade Indian Infrastructure Ltd. Stalexport Autostrady group

(thousands of rupees) (thousands of zloty - consolidated amounts)

Financial position 31/03/2015 31/03/2014 31/12/2015 31/12/2014

Non-current assets 6,261 5,459 1,170,249 1,133,520

Current assets 64,814 42,589 205,048 182,355

Total assets 71,075 48,048 1,375,297 1,315,875

Equity 57,168 35,770 423,095 304,924

of which issued capital 500 500 185,447 185,447

Liabilities 13,907 12,278 952,202 1,010,951

Total equity and liabilities 71,075 48,048 1,375,297 1,315,875

Results of operations (thousands of rupees) 01/04/2014-31/03/2015

01/04/2013-31/03/2014

2015 2014

Operating income 53,805 48,441 269,829 227,146

Operating costs -20,703 -23,909 -100,117 -119,886

Operating profit/(loss) 33,102 24,532 169,712 107,260

Profit/(Loss) for the period 21,408 20,878 113,599 60,497

Key indicators extracted from the financial statements of subsidiaries, associates and joint ventures, as defined by paragraphs 3 and 4 of article 2429 of the Italian Civil Code

Key financial indicators for subsidiaries, associates and joint ventures 329

Autostrade Meridionali SpA

Financial position (E000) 31/12/2015 31/12/2014

Non-current assets 21,345 20,117

Current assets 430,980 426,400

Total assets 452,325 446,517

Equity 119,615 112,016

of which issued capital 9,056 9,056

Non-current liabilities 23,761 13,438

Current liabilities 308,949 321,063

Total equity and liabilities 452,325 446,517

Results of operations (E000) 2015 2014

Operating income 91,289 90,487

Operating costs -73,005 -70,703

Operating profit/(loss) 18,284 19,784

Profit/(Loss) for the period 9,321 3,247

Autostrade Tech SpA EsseDiEsse Società di Servizi SpA


Non-current assets 3,778 5,403 562 602

of which non-current investments 1,049 1,049 - -

Current assets 72,863 57,996 15,063 16,956

Other assets 54 61 127 150

Total assets 76,695 63,460 15,752 17,708

Equity 45,040 40,219 1,614 1,321

of which issued capital 1,120 1,120 500 500

Provisions and post-employment benefits 1,540 1,590 4,987 5,167

Payables 29,877 21,403 8,720 10,792

Other liabilities 238 248 431 428



Value of production 65,427 53,007 27,647 27,227

Costs of production -56,425 -46,020 -25,658 -25,598


Profit/(Loss) for the period 8,140 6,340 1,014 721


Ecomouv Sas Tech solutions Integrators Sas


Unpaid called-up capital 2,976 5,376 - -

Non-current assets 192 563,148 - 6,248

of which non-current investments - - - -

Current assets 534,044 80,535 21,374 49,865

Total assets 537,212 649,059 21,374 56,113

Equity 37,570 -28,136 -10,729 -6,640


Provisions and post-employment benefits - - - -

Payables 499,642 677,195 32,103 62,753



Operating income 605 1,032 12,553 88,910

Operating costs -115,599 -38,869 -23,737 -97,091

Operating profit/(loss) -114,994 -37,837 -11,184 -8,181

Profit/(Loss) for the period -163,343 -45,709 -11,347 -8,141

Giove Clear Srl


Non-current assets 320 284

of which non-current investments - -


Other assets - -

Total assets 5,020 4,368

Equity 1,894 1,552

of which issued capital 10 10

Provisions and post-employment benefits 748 626

Payables 2,378 2,190

Other liabilities - -



Value of production 11,481 10,916

Costs of production -10,561 -10,131

Operating profit/(loss) 920 785

Profit/(Loss) for the period 517 351


Infoblu SpA Società Autostrada Tirrenica pA


Non-current assets 756 665 334,286 255,951

of which non-current investments - - 52 52

Current assets 9,303 8,672 25,912 27,191

Other assets 775 869 98 153

Total assets 10,834 10,206 360,296 283,295

Equity 6,107 5,836 80,772 72,014


Provisions and post-employment benefits 126 114 7,466 7,921

Payables 4,601 4,256 268,991 203,137

Other liabilities - 3,067 223





Operating profit/(loss) 1,123 740 23,113 19,837

Profit/(Loss) for the period 731 491 8,758 8,065

Società Italiana pA per il Traforo del Monte Bianco

Tangenziale di Napoli SpA



of which non-current investments 165,752 165,752 2 2

Current assets 172,315 140,064 43,850 37,176

Other assets 501 983 248 298

Total assets 412,076 385,001 294,821 280,543

Equity 290,332 290,479 184,776 172,623


Provisions and post-employment benefits 67,250 53,819 34,351 34,038

Payables 54,323 40,530 75,103 73,303

Other liabilities 171 173 591 579






Profit/(Loss) for the period 10,704 11,458 17,390 8,764


Telepass SpA


Non-current assets 28,378 25,396


Total assets 516,279 532,091

Equity 106,623 103,693


Liabilities 409,656 428,398



Operating income 150,652 145,324

Operating costs -74,280 -72,892

Operating profit/(loss) 76,372 72,432

Profit/(Loss) for the period 57,205 54,458

Associates and joint ventures

Bologna & Fiera Parking SpA Pavimental SpA



of which non-current investments - - 5,397 5,396

Current assets 7,423 7,671 313,007 327,397

Other assets 9 5 6,038 4,029

Total assets 55,940 57,793 377,335 372,051

Equity 2,715 4,721 49,295 41,537



Payables 49,202 49,028 316,641 320,848

Other liabilities 3,733 3,728 43 5





Operating profit/(loss) -48 -727 15,543 8,336

Profit/(Loss) for the period -2,006 -2,782 7,764 3,047


Pedemontana Veneta SpA (in liquidation)

Spea Engineering SpA (1)


Non-current assets - - 6,913 6,944

of which non-current investments - - 634 634

Current assets 9,352 9,129 164,753 126,983

Other assets - - 840 613

Total assets 9,352 9,129 172,506 134,540

Equity 5,840 5,991 87,370 60,132



Payables 3,325 2,870 61,182 53,347

Other liabilities - 52 - -



Value of production - - 109,508 79,045

Costs of production -232 -126 -84,627 -63,143

Operating profit/(loss) -232 -126 24,881 15,902

Profit/(Loss) for the period -151 -78 16,408 9,772

(1) Amounts for 2014 refer to Spea Ingegneria Europea, which absorbed ADR Engineering SpA, with effect from 1 June 2015, changing its name to Spea Engineering SpA.

Società Infrastrutture Toscane SpA


Unpaid called-up capital 15,000 15,000

Non-current assets - 8,607

of which non-current investments - -


Other assets - -

Total assets 31,088 27,611

Equity 30,007 27,462


Provisions and post-employment benefits - -

Payables 1,081 149

Other liabilities - -



Value of production 166 -

Costs of production -25,409 -437

Operating profit/(loss) -25,243 -437

Profit/(Loss) for the period 2,545 -369

7.SHAREHOLDERS’RESOLUTIONS



Shareholders’ resolutions 337

The Annual General Meeting (AGM) of Autostrade per l’Italia SpA’s shareholders, held in ordinary session and in single call at via Antonio Nibby, 20 in Rome on 21 April 2016, passed resolutions on the following

Agenda

1) Financial statements for the year ended 31 December 2015. Reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditors. Appropriation of profit for the year. Presentation of the consolidated financial statements for the year ended 31 December 2015. Related and resulting resolutions.

2) Determination of the number of members of the Board of Directors, election of Directors and the Chairman of the Board of Directors for the 2016 financial year, in accordance with article 21 of the Articles of Association; determination of Directors’ remuneration.

With regard to item 1) on the agenda the shareholders resolved:• to approve the Board of Directors’ report on operations and the financial statements for the year ended 31 December

2015, which report profit of E954,952,727.85 euro;• to appropriate the E619,680,174.85 in profit for the year remaining, after payment of the interim dividend of

E335,272,553.00 (equal to E0.539 per share) in 2015, as follows: – E470,252,412.00 to pay a final dividend of E0.756 per share, payable to the holders of each of the 622,027,000

dividend-bearing shares with a par value of E1.00 in issue; – the remaining E149,427,762.85 to retained earnings;

• to establish the dividend payment date as 19 May 2016.

With regard to item 2) on the agenda the shareholders resolved:• determine that the number of members of the Board of Directors shall be 7;• to elect the following members of the Board of Directors for the 2016 financial year: Fabio Cerchiai, Giovanni

Castellucci, Giuseppe Angiolini, Massimo Bianchi, Roberto Pistorelli, Antonino Turicchi and Roberto Tomasi;• to elect Fabio Cerchiai as Chairman of the Board of Directors;• to fix, in accordance with art. 2389, paragraph 1 of the Italian Civil Code, the annual remuneration payable to each

Director as E35,000.00, in addition to an attendance fee of E250.00 per meeting.

Registered Office and Operational HeadquartersVia Alberto Bergamini 50 - 00159 RomeTel. +39 06 4363 1 Fax +39 06 4363 4090e-mail: [email protected] www.autostrade.it

Legal informationAutostrade per l’Italia SpAA sole shareholder company, managed and coordinated by Atlantia SpA

Issued capital: E622,027,000 (fully paid)Tax code, VAT number and Rome Companies’ Register number: 07516911000REA no. 1037417

Investor RelationsTel. +39 06 4363 4696 e-mail: [email protected]

Media RelationsTel. +39 06 4363 2803 Fax +39 06 4363 2392e-mail: [email protected]

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Design19novanta communication partners (Rome)

PicturesAutostrade per l’Italia libraryDonato Di Bello (Milan)Cover: Fabrizio Esposito for Autostrade per l’Italia

PrintingVarigrafica Alto Lazio (Nepi - VT - Italy)

Legal information and contacts

2015 ANNUAL REPORT

www.autostrade.it

2015

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2015 ANNUAL REPORT - Autostrade per l'Italia · 2016. 9. 27. · The scope of consolidation at 31 December 2015 differs from the scope used at 31 December 2014, due to the acquisition

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